Case: 3:20-cv-02533 Doc #: 1 Filed: 11/10/20 1 of 63.

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IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF OHIO
WESTERN DIVISION

ST. LUKE’S HOSPITAL, d/b/a CASE NO.

MCLAREN ST. LUKE’S
c/o Martin Morrissey Judge
5901 Monclova Road
Maumee, OH 43537

And
COMPLAINT WITH JURY TRIAL
WELLCARE PHYSICIANS GROUP, LLC DEMANDED
c/o Jennifer Montgomery
5901 Monclova Road
Maumee, OH 43537

Plaintiffs,

vs.

PROMEDICA HEALTH SYSTEM, INC.

c/o CT Corporation System
4400 Easton Commons Way, Ste. 125
Columbus, OH 43219

and

PROMEDICA INSURANCE
CORPORATION
c/o CT Corporation System
4400 Easton Commons Way, Ste. 125
Columbus, OH 43219

and

PARAMOUNT CARE, INC.

c/o CT Corporation System
4400 Easton Commons Way, Ste. 125
Columbus, OH 43219

and

PARAMOUNT CARE OF MICHIGAN,

INC.
c/o The Corporation Company

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40600 Ann Arbor Rd, E. Ste 201

Plymouth, MI 48170

and

PARAMOUNT INSURANCE COMPANY

c/o CT Corporation System
4400 Easton Commons Way, Ste. 125
Columbus, OH 43219

and

PARAMOUNT PREFERRED OPTIONS,

INC.
c/o CT Corporation System
4400 Easton Commons Way, Ste. 125
Columbus, OH 43219

Defendants.

COMPLAINT

INTRODUCTION

1. This Complaint is being filed to seek preliminary and permanent injunctive relief

and damages in response to immediately impending actions by ProMedica Health System, Inc.

(“ProMedica”) which threaten to seriously harm St. Luke’s Hospital and its physicians and

patients. ProMedica’s actions will further cement and enhance ProMedica’s dominant market

position and will suppress efforts at greater competition by St. Luke’s.

2. McLaren Health Care Corporation, a multi-hospital system in Michigan, has

recently acquired St. Luke’s, and agreed to revitalize it with a $100 million investment, as well as

the assumption of substantial debt. McLaren’s commitment will provide vital support to allow St.

Luke’s to recover from the serious financial wounds inflicted on it by the unfair divestiture

agreement imposed on St. Luke’s by ProMedica, after ProMedica’s acquisition of St. Luke’s was

reversed by the Federal Trade Commission (“FTC”). McLaren’s efforts will also include additional

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critical assistance which will allow St. Luke’s to operate successfully and offer a broader range of

services to the community. These new services would include substantial new cancer care services

offered by the Karmanos Cancer Center, a subsidiary of McLaren which provides nationally

recognized cancer services, including a wide variety of services not now available in Lucas

County. These efforts will make St. Luke’s a more significant competitor to ProMedica, the

dominant health care system in Lucas County.

3. In response, ProMedica has caused its health insurance subsidiaries (“Paramount”)

to provide notice of termination of their commercial insurance and Medicare Advantage contracts

with St. Luke’s and its physicians, effective January 1, 2021. Notice of termination was given the

day after the McLaren acquisition was complete. In fact, senior ProMedica executives admitted

that this action was taken in response to McLaren’s acquisition and in response to the prospect of

greater competition from McLaren St. Luke’s. On the same date, ProMedica terminated the

contracts of its Michigan hospitals with McLaren Health Plan.

4. ProMedica also caused its subsidiaries to terminate eight different service and

related contracts with St. Luke’s after the McLaren transaction was announced. ProMedica also

applied pressure to its physicians to cease practicing at St. Luke’s.

5. All these actions will harm (and some already have harmed) St. Luke’s and health

care competition in numerous relevant markets in Lucas County. In particular, termination of the

Paramount contracts would very seriously and irreparably injure St. Luke’s, would deprive large

numbers of patients of their preferred health care providers, and would suppress additional

competition from St. Luke’s which the McLaren relationship promises to create. These actions are

completely anticompetitive, unjustified, and contrary to the legitimate business interest of

Paramount, since it has been highly profitable for Paramount to include St. Luke’s in its network,

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and Paramount has done so since 2010. Similarly, the physician relationships that ProMedica has

terminated have been highly beneficial to ProMedica, and have existed since 2018. ProMedica and

Paramount’s actions make sense only as an effort to harm St. Luke’s and maintain ProMedica’s

dominance.

6. These actions triggered by the McLaren transaction are only the latest in an ongoing

campaign by ProMedica to prevent or suppress competition from St. Luke’s and its other

competitors and to thereby maintain and enhance ProMedica’s monopoly power. ProMedica’s

actions began in 2007 and 2008, when it demanded that certain major health plans not include St.

Luke’s in their networks. ProMedica’s anticompetitive actions continued with an effort to acquire

St. Luke’s, even though it should have been apparent to ProMedica that such an acquisition clearly

violated federal antitrust laws. ProMedica then removed many of St. Luke’s functions and services

while the FTC’s antitrust challenge was proceeding. ProMedica continued to take action to harm

St. Luke’s throughout the “divestiture” process ordered by the FTC.

7. ProMedica’s efforts to harm St. Luke’s and diminish its competitiveness also

resulted in the imposition of extremely harsh terms as part of the divestiture, which left St. Luke’s

saddled with enormous debt and tremendous obstacles to operating profitably after the divestiture.

8. During the same period, ProMedica has taken extraordinary steps to neutralize any

competition from University of Toledo Medical Center (“UTMC”). ProMedica agreed to pay

University of Toledo hundreds of millions of dollars in order to shift virtually the entire faculty of

the University of Toledo Medical School from UTMC to ProMedica, thereby depriving UTMC of

its status as an academic medical center and conferring that status on ProMedica Toledo Hospital.

9. All these actions have been taken for one reason and one reason only, and that is to

harm competition and entrench ProMedica’s dominance. They are clear violations of the antitrust

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laws. In particular, unless the attempted termination of St. Luke’s by Paramount is preliminarily

and permanently enjoined, ProMedica’s efforts will be successful, and St. Luke’s, its patients and

health care in Lucas County will be irreparably harmed.

PARTIES

10. Plaintiff St. Luke’s Hospital, d/b/a “McLaren St. Luke’s” is a domestic nonprofit

corporation organized under the laws of Ohio. Its principal office is located in the City of Maumee

Ohio, County of Lucas, and State of Ohio. The sole member of St. Luke’s Hospital is McLaren

Health Care Corporation.

11. Plaintiff WellCare Physicians Group, LLC (“WellCare”), is a domestic limited

liability company organized under the laws of Ohio. WellCare employs physicians and other

medical practitioners in a variety of specialties. Its principal office is located in the City of Maumee

Ohio, County of Lucas, and State of Ohio. The sole member of WellCare is St. Luke’s.

12. Defendant ProMedica Health System, Inc. (“ProMedica”) is a domestic nonprofit

corporation organized under the laws of Ohio. Its principal office location is located in Toledo,

Lucas County, Ohio. ProMedica offers medical, surgical, psychiatric, rehabilitative, skilled

nursing, home health, and hospice services across 28 states. The system includes at least 12

hospitals, 4 ambulatory surgery centers, and more than 400 post-acute facilities. The system also

includes a large employed physician group and insurance entities, as described below.

13. Defendant ProMedica Insurance Corporation is a domestic nonprofit corporation

organized under the laws of Ohio. The principal office location of ProMedica Insurance

Corporation is located in Toledo, Lucas County, Ohio. ProMedica is the sole shareholder of

ProMedica Insurance Corporation. ProMedica Insurance Corporation and its subsidiaries currently

offer various insurance products in Ohio and Michigan, including commercial insurance,

Medicaid, Medicare, and managed care workers compensation insurance.

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14. Defendant Paramount Care, Inc. (“Paramount”) is a domestic nonprofit corporation

organized under the laws of Ohio. The principal office of Paramount Care, Inc. is located in

Maumee, Lucas County, Ohio. ProMedica Insurance Corporation is the sole shareholder of

Paramount Care, Inc.

15. Paramount Care of Michigan, Inc. (“Paramount of Michigan”) is a nonprofit

corporation organized under the laws of Michigan. The principal office of Paramount Care of

Michigan, Inc. is located in Dundee, Monroe County, Michigan. ProMedica Insurance Corporation

is the sole shareholder of Paramount Care of Michigan, Inc.

16. Paramount Insurance Company (“Paramount Insurance Company”) is a for profit

corporation organized under the laws of Ohio. The principal office of Paramount Insurance

Company is located in Maumee, Lucas County, Ohio. ProMedica Insurance Corporation is the

sole shareholder of Paramount Insurance Company.

17. Paramount Preferred Options, Inc. (“Paramount Preferred Options”) is a for profit

corporation organized under the laws of Ohio. The principal office of Paramount Preferred

Options, Inc. is located in Maumee, Lucas County, Ohio. ProMedica Insurance Corporation is the

sole shareholder of Paramount Preferred Options, Inc. ProMedica Insurance Corporation and the

various ProMedica entities are referred herein collectively as “Paramount.”

JURISDICTION AND VENUE

18. This Court has jurisdiction over this action pursuant to 28 U.S.C. §§ 1331 and

1337(a), Sections 4 and 16 of the Clayton Act, 15 U.S.C. §§ 15 and 26 and Sections 1 and 2 of the

Sherman Act, 15 U.S.C. §§ 1 and 2.

19. Defendants transact business in the Northern District of Ohio and are subject to

personal jurisdiction therein. The actions complained of herein took place in this district. Venue is

proper in this district pursuant to 15 U.S.C. §§ 15, 22 and 26, and 28 U.S.C. § 1391.

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TRADE AND COMMERCE

20. Defendants are engaged in interstate commerce and their activities substantially

affect interstate commerce. Hundreds of millions of dollars of ProMedica’s revenues come from

sources located outside of Ohio, including payments from the federal government through such

programs as Medicare, and payments from out of state commercial payors such as Aetna, Cigna

and United. Paramount receives millions of dollars of payments in interstate commerce from

Medicare and from the federal government to subsidize payments for Paramount members on the

health care exchanges. Paramount also receives millions of dollars in payments of premiums from

employers outside of Ohio who have Paramount members inside Ohio. ProMedica owns and

operates medical facilities and an insurance company, Defendant Paramount of Michigan, in

Michigan. ProMedica treats a substantial number of patients from other states, including, in

particular, Michigan. The Defendants expend millions of dollars on the purchase of supplies in

interstate commerce.

21. St. Luke’s also earns millions of dollars (and WellCare earns at least hundreds of

thousands of dollars) of revenues in interstate commerce. These include at least hundreds of

thousands of dollars of payments in interstate commerce relating to Paramount members outside

of Ohio, treating patients from outside Ohio, and treating patients whose employers are based

outside of Ohio. St. Luke’s and WellCare obtain millions of dollars in payments from national

insurers, such as Aetna and United, as well as Medicare. This is also true in particular for the

obstetrics, outpatient CT surgery and ENT surgery services provided by St. Luke’s and which were

affected by ProMedica’s anticompetitive conduct. St. Luke’s also purchases millions of dollars in

goods (and WellCare purchases at least hundreds of thousands of dollars and goods) across state

lines.

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22. For these reasons, the threatened increase in volume and market power of

ProMedica, the shifting of Paramount members from St. Luke’s and the weakening of St. Luke’s

described herein will substantially affect the parties’ revenues in interstate commerce. Such actions

will also substantially affect the flow of patients across state lines and purchase of supplies in

interstate commerce, substantially increasing ProMedica’s volume of patients and interstate

purchases and decreasing the volumes of St. Luke’s Hospital and WellCare Physicians’ patients

and interstate purchases. The increase in ProMedica’s prices that will result from these actions will

also substantially impact patients and health plans purchasing ProMedica’s services, or previously

purchasing St. Luke’s services, in interstate commerce.

23. With the exceptions of these activities in interstate commerce, ProMedica,

Paramount, St. Luke’s and WellCare all engage in substantial activities (involving hundreds of

millions of dollars) in intrastate commerce in Ohio. The ProMedica facilities, St. Luke’s and

WellCare all provide their services primarily to patients in Ohio. These activities involve hundreds

of millions of dollars of services for each of these parties. Paramount sells insurance primarily to

employers and members in Ohio. All these entities employ significant numbers of individuals in

Ohio. As a result, the anticompetitive actions challenged herein will also have (and have had) a

substantial impact on intrastate commerce in Ohio, because they will substantially affect the

revenues and purchases of each of the parties hereto.

MONOPOLY POWER

24. ProMedica has monopoly power in each of the relevant markets. ProMedica has a

share of at least 45%-50% in the relevant general acute care hospital markets, as described below.

It has a 70% share in the relevant inpatient OB services markets. It has greater than a 50% share

in the relevant cardiothoracic surgery, overall outpatient surgery and ENT outpatient surgery

markets. It has a 40%-50% share in the relevant emergency department and imaging markets.

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25. The evidence of ProMedica’s market power is set forth in great detail by the

findings in the rulings relating to ProMedica’s acquisition of St. Luke’s. This includes the rulings

by the Federal Trade Commission, In the Matter of ProMedica Health System, Inc., 2012-1 Trade

Cases P 77840 (F.T.C.) (2012), 2012 WL 1155392 (“FTC Commission Decision”), its

Administrative Law Judge, In the Matter of ProMedica Health System, Inc., 152 F.T.C. 708

(2011), 2011 WL 11798464 (“ALJ Decision”), Judge Katz of this Court, F.T.C. v. ProMedica

Health System, Inc., No. 3:11 CV 47, 2011 WL 1219281 (N.D. Ohio Mar. 29, 2011) (“Judge Katz

Decision”) and the Sixth Circuit’s opinion affirming the Federal Trade Commission’s opinion,

ProMedica Health System, Inc. v. F.T.C., 749 F.3d 559 (6th Cir. 2014) (“Sixth Cir. Decision”).

While all those decisions were based on events in the 2010 period, ProMedica’s market position

has become significantly stronger since that time. ProMedica has added new facilities since the

time period addressed by these decisions, including its ProMedica Wildwood Orthopedic and

Spine Hospital and its Parkway Surgery Center. It has also, as described more fully below,

effectively acquired the greater part of the medical staff of University of Toledo Medical Center,

and severely weakened that competitor. ProMedica’s actions described below have also weakened

competition from St. Luke’s. Both, St. Luke’s and UTMC have lost at least two market share

points since 2015, and ProMedica has gained market share commensurately. For all these reasons,

ProMedica is even more dominant today than it was in 2010 and 2011.

26. The evidence from these decisions shows that ProMedica is a “must-have” system

for health plans seeking to serve companies with employees in Lucas County, because health plans

cannot offer a commercially viable provider network to those companies without including

ProMedica. The Federal Trade Commission found that “the record makes clear that a network

which does not include a hospital provider that services half the county’s patients in one relevant

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market, and more than 70% of the county’s patients in another relevant market, would be

unattractive to a huge swath of potential members.” Sixth Cir. Decision at 570. Under the

prevailing two stage model of health care competition, as described below and in the Sixth

Circuit’s decision, if a hospital is needed by health care plans in order for them to offer a provider

network which will allow them to attract employers and individuals to subscribe to their plans,

then that hospital is able to demand higher prices and thereby possesses monopoly power.

27. The evidence of ProMedica’s market dominance is overwhelming. Judge Katz

noted in his opinion that “ProMedica acknowledged its market dominance in the Lucas County

market through ordinary course documents,” Judge Katz Decision *20, citing five different

ProMedica documents. Judge Katz also noted that “ProMedica’s pre-Acquisition [of St. Luke’s]

dominance was evident in its ability to successfully negotiate St. Luke’s exclusion from [a

managed care] network for 16 months.” Judge Katz Decision at *20. Judge Katz also noted that

“[l]ocal employers and physicians recognize that ProMedica is the dominant healthcare provider

in Lucas County.” Judge Katz Decision at *27.

28. The Federal Trade Commission reached the same conclusion. In the Commission’s

opinion concerning ProMedica’s acquisition of St. Luke’s, it noted that “ProMedica regards itself

as the dominant hospital system in Lucas County, and that assessment is shared by others.” FTC

Commission Decision at *8. The Administrative Law Judge in the FTC proceeding noted that a

“Standard & Poor’s credit presentation stated: ‘ProMedica Health System has market dominance

in the Toledo MSA.’” ALJ Decision at *60. The Administrative Law Judge noted that “ProMedica

listed its ‘[d]ominant market share’ as a strength” in an internal analysis. ALJ Decision at *60.

29. This dominance exists, in part, because ProMedica does not have any rivals who

are capable of restraining it. Judge Katz noted that “Mercy did not provide a sufficiently strong

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competitive constraint to prevent ProMedica from exercising its market power before the

Acquisition.” Judge Katz Decision at *24. Judge Katz also noted that “[p]rior to the Acquisition,

Mercy’s presence in the market did not limit ProMedica’s ability to charge the highest rates, by

far, in Lucas County.” Judge Katz Decision at *24. Judge Katz concluded that “Mercy has not

been a sufficiently strong competitive constraint before the Acquisition against ProMedica’s

exercise of market power.” Judge Katz Decision at *23.

30. The leading Mercy hospital, St. Vincent, offers outstanding services, but because

of its location in the central city of Toledo and its large volume of poor and indigent patients, it is

not as attractive a location for more affluent commercially insured patients as is the ProMedica-

owned Toledo Hospital. This limits Mercy’s ability to compete with ProMedica.

31. The other competitor in Lucas County, UTMC, has recently been substantially

weakened by the actions of ProMedica, including the payment of hundreds of millions of dollars

in order to secure the movement of UTMC’s residents and most of its medical staff to ProMedica’s

Toledo Hospital. As a result, UTMC is not a significant competitive constraint on ProMedica’s

ability to raise prices.

32. As also described below, St. Luke’s has already been significantly weakened by

ProMedica’s actions, and is operating currently with huge financial losses. With the acquisition by

McLaren, St. Luke’s is positioned to become a more significant competitive constraint on

ProMedica, but ProMedica’s actions as described in this Complaint are being undertaken in order

to prevent that from happening.

33. Since 2010, the time period analyzed by the FTC and the courts, ProMedica’s

market share has increased while the market shares of St. Luke’s and UTMC have decreased.

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34. ProMedica’s monopoly power is also reflected in its ability to charge unusually

high prices. Judge Katz also noted that ProMedica, prior to its acquisition of St. Luke’s, had “the

highest prices in Lucas County.” Judge Katz Decision at *20. The Federal Trade Commission

concluded that “ProMedica, as the dominant hospital system in Lucas County, had significant

bargaining leverage which allowed it to command among the highest rates, not only in Lucas

County, but also the entire state of Ohio.” FTC Commission Decision at *50. These high prices do

not reflect a higher quality of services. The Federal Trade Commission concluded that while

ProMedica was “among the most expensive hospital systems in Ohio . . . at the same time,

however, some of its quality scores are ‘subpar.’” FTC Commission Decision at *24. Judge Katz

concluded that “ProMedica, the system with the highest market shares, has the highest prices.”

Judge Katz Decision at *20. Judge Katz’s opinion, the opinion of the FTC Administrative Law

Judge and the opinion of the Federal Trade Commission all concluded that “in this market, the

higher a provider’s market share, the higher its prices . . . ProMedica’s prices – already among the

highest in the state – are explained by bargaining power.” Sixth Cir. Decision at 570. (Emphasis

in original.)

PROMEDICA’S ANTICOMPETITIVE ACTIONS

ProMedica’s Actions Taken to Harm St. Luke’s Prior to Its Effort to Acquire St. Luke’s

35. ProMedica has sought to harm St. Luke’s and suppress its competition since at least

2008. The FTC’s Administrative Law Judge noted that a St. Luke’s competitor assessment prior

to the acquisition of St. Luke’s by ProMedica observed that ProMedica “will continue to starve

SLH through exclusive managed care contracts and owned physicians. They will do this until we

sign up with them or are weakened.” Judge Katz Decision at *15. The Administrative Law Judge

also referred to another St. Luke’s document which noted that ProMedica is “continuing an

aggressive strategy to take over St. Luke’s or put us out of business.” Judge Katz Decision at *15.

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The Administrative Law Judge found that St. Luke’s was concerned that if it partnered with other

facilities it would receive a “scorched earth response” from ProMedica. Lee Hammerling,

ProMedica’s Chief Medical Officer and a Vice President, informed St. Luke’s leadership that

“we’ll take you apart piece by piece” if St. Luke’s didn’t agree to a ProMedica acquisition. Dr.

Hammerling’s comment referred to hiring St. Luke’s physicians and pulling ProMedica physicians

from the St. Luke’s campus.

ProMedica’s Efforts to Harm St. Luke’s in Connection with the Divestiture of St. Luke’s

36. ProMedica’s efforts to suppress competition from St. Luke’s and to maintain and

increase its monopoly power continued with its efforts to acquire St. Luke’s. As Judge Katz found,

“ProMedica and St. Luke’s entered into their transaction with full knowledge of the applicable

antitrust laws and a recognition that the Acquisition raised serious antitrust issues.” Judge Katz

Decision at *50. Nevertheless, ProMedica went forward with the transaction.

37. During the period that the merger case was litigated with the FTC, ProMedica took

a number of steps which seriously disadvantaged St. Luke’s if it was to be divested. ProMedica

rapidly moved to integrate St. Luke’s operations with ProMedica as soon as possible, even though

it knew that these efforts might have to be unwound in the future to the detriment of St. Luke’s.

The acquisition was completed in May of 2010 and the FTC began investigating the transaction

very shortly thereafter. Nevertheless, ProMedica moved to rapidly integrate the “back office”

operations at St. Luke’s, including most of the functions necessary to the running of a hospital,

including billing, purchasing, supply chain, IT, finance, and marketing. The “integration” of these

functions involved removing these functions from St. Luke’s, and often transferring St. Luke’s

employees in these areas to ProMedica. St. Luke’s lost almost 200 employees through this process.

St. Luke’s ultimately had to restore those functions, and replace these employees “from scratch”

after divestiture.

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38. ProMedica also, contrary to its “hold separate” agreement with the FTC, removed

a number of clinical and clinically related services from St. Luke’s. This included a number of

laboratory functions (including microbiology and histology), and the replacement of a “biplane”

special procedures x-ray unit with a “single plane” unit. The single plane unit is unable to perform

many high end procedures which are critical to treating stroke victims. This limited the ability of

St. Luke’s to treat stroke victims, and this equipment had to be replaced after the divestiture.

39. ProMedica also determined that a newly established “step down” intensive care

unit, which required less intense staffing than the overcrowded full intensive care unit would not

be built to include in-wall “medical gases.” This is a critical problem, because it requires that

oxygen be supplied in an awkward way through tanks brought into the room, and also makes it

more difficult to utilize ventilators and perform other procedures that require compressed air. All

these steps had the effect of reducing St. Luke’s ability to treat more seriously ill patients and

making it less competitive with ProMedica, contrary to the hold separate agreement. All these

actions weakened St. Luke’s competitiveness after the divestiture was complete.

40. ProMedica also took a number of steps to weaken medical education at St. Luke’s.

In connection with ProMedica’s affiliation with University of Toledo Medical School, it ended the

emergency physician residency and radiologist residency programs at St. Luke’s. ProMedica also

allowed St. Luke’s family medicine residency program to lapse during a dispute with the U.S.

Center for Medicare and Medicaid Services, even though the dispute was ultimately resolved

successfully by St. Luke’s two years later. In the interim, St. Luke’s had no family medicine

residents. Residency programs are very important to a hospital, because they provide additional

staff, and also train physicians who may stay at the hospital after their residency is complete,

providing long term growth in the hospital’s medical staff. ProMedica’s actions harmed St. Luke’s

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ability to maintain and grow its medical staff. During this period, the quality of St. Luke’s services

declined, though they improved again after divestiture.

41. After the Federal Trade Commission’s decision ordering divestiture of St. Luke’s,

it was necessarily apparent to ProMedica that divestiture would need to occur, since the likelihood

of success on appeal given the deferential legal standard and the substantial basis for the Federal

Trade Commission’s opinion, was remote. Nevertheless, ProMedica determined to pursue the

appeal until the end. In the interim period, it made no efforts to set the stage for St. Luke’s to begin

to operate again on its own. Moreover, it failed to sufficiently invest in St. Luke’s to adequately

maintain its operations. For example, it never made any effort to market St. Luke’s in the

community. Indeed, patients who called into St. Luke’s would be referred to ProMedica’s call

center, which generally referred them to other hospitals and physicians in the ProMedica system

rather than St. Luke’s or Wellcare, even if the ProMedica physicians’ offices were less convenient

to the patient. As a result of these actions, St. Luke’s market position, its operations and its finances

deteriorated.

42. ProMedica also recruited a number of physicians away from Wellcare, inducing

them to work at ProMedica, including two of St. Luke’s most productive physicians as well as two

very busy nurse practitioners. At the same time, ProMedica made no efforts to recruit new doctors

into Wellcare, even though every hospital’s success depended on its medical staff.

43. ProMedica thus used its (temporary) ownership position to severely weaken St.

Luke’s while it was apparent that divestiture of St. Luke’s was very likely. ProMedica’s actions

made no sense unless it expected St. Luke’s to be divested and intended to use the period before

divestiture to weaken St. Luke’s.

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44. After ProMedica lost the case to the FTC, it began the divestiture process. During

the divestiture period, ProMedica’s neglect of St. Luke’s operations continued, even though it still

owned the hospital until the divestiture process was complete and even though the FTC’s order

required that ProMedica “take such actions as are necessary to maintain the viability, marketability

and competitiveness” (FTC Commission Decision at *56) of St. Luke’s, and to “[u]se best efforts

to maintain and increase revenues” (FTC Commission Decision at *57) at St. Luke’s.

45. ProMedica’s neglect is illustrated by its decision to scrap the planned installation

of a new telephone system at St. Luke’s after ProMedica’s chief technology officer outlined this

as an “urgent need,” with an estimated cost of $3.85 million. In fact, the first phase of the hardware

replacement was actually shipped to St. Luke’s, but then, at ProMedica’s direction, was returned

with a note saying “this decision is being prolonged due to divestiture of SLH.” ProMedica also

continued to fail to recruit new physicians for Wellcare. St. Luke’s requested that its employees

receive retention bonuses to encourage them not to leave St. Luke’s during this period of

uncertainty, but (with one exception) ProMedica refused to do so. ProMedica also refused to allow

its executives to go to work at St. Luke’s, relying on noncompete provisions in their agreements.

46. After initial discussions with St. Luke’s about a divestiture that would allow St.

Luke’s to begin to operate on its own, ProMedica shifted course and attempted to sell St. Luke’s

to a third party operator of health care systems, Capella Health. ProMedica undertook this

approach because it believed that Capella Health would operate St. Luke’s on a “shoe string,” and

would either fail in its efforts to operate St. Luke’s or would maintain it as a marginal hospital that

would not provide any competitive challenge to ProMedica.

47. Capella Health has operated hospital systems around the United States. But at the

time that ProMedica engaged these discussions with Capella Health, at least 11 hospitals that had

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been purchased by Capella Health in the prior 10 years were subsequently resold. Four of them

ceased providing inpatient services shortly after being sold. Capella Health had reported significant

losses at numerous times prior to its discussion with ProMedica, was highly leveraged with debt,

and had an extremely weak balance sheet.

48. Capella’s plan, consistent with its method of operating its hospitals, virtually

guaranteed that ownership by Capella would cause St. Luke’s to be a weak and uncompetitive

hospital. Capella’s approach was to purchase hospitals, financed by very large indebtedness, and

earn back the sums needed to service the indebtedness by leasing the hospital back to an operating

entity at 9% interest. As a result, Capella’s hospitals were burdened by enormous debt, and

therefore couldn’t afford to expand operations or invest in capital.

49. Capella’s statements to St. Luke’s personnel indicated that its plan was to operate

St. Luke’s at a “bare bones” level. For example, Capella’s CEO, Michael Wiechart, said that there

was no reason why St. Luke’s would need to perform open heart surgeries, spinal surgery or

orthopedics, and that if it did not perform these procedures, it would get along better with

ProMedica. Wiechart added that Capella’s approach was to maintain “cordial relationships” with

its competitors, and that he believed in “service rationalization” in communities in which Capella

operated. It was clear that Capella’s aim was to make St. Luke’s into a minor hospital that would

not compete with ProMedica and would refer its high end cases to ProMedica, just as ProMedica

had envisioned from the merger.

50. At the time of its discussions with ProMedica, Capella Health had been recently

purchased by Medical Properties Trust (“MPT”). MPT was a company engaged in real estate

transactions, often involving hospitals. Its role in owning hospitals was to obtain returns on the

hospital real estate rather than to operate the hospitals in a manner that maximized their success as

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health care institutions. For example, MPT said in a 2015 earnings call that “our business model

has always been to use our hospital operating knowledge to obtain not just real estate returns but

in certain circumstances operating returns as well.” (Emphasis added.) Thus, Capella was

primarily a company that owned hospitals for the value of their real estate. It could not possibly

be expected to revitalize St. Luke’s as a significant hospital which could compete with ProMedica.

51. St. Luke’s protested the plan to sell the hospital to Capella as one which would

create a great risk of hospital failure and would guarantee that the hospital would not provide a

high level of care. St. Luke’s also protested to the FTC regarding ProMedica’s plan. In response,

ProMedica told St. Luke’s that it would agree not to sell to Capella, but only if St. Luke’s agreed

to its terms for a divestiture transaction on a “take it or leave it” basis.

52. Because of the steady deterioration of St. Luke’s due to ProMedica’s neglect and

outright interference with St. Luke’s operations, St. Luke’s leadership realized that it was critical

to complete divestiture as soon as possible in order to enable the hospital to begin more successful

operations. Additionally, the divestiture process was taking much longer than required by the FTC,

and St. Luke’s was very concerned that if it did not quickly work out the terms of divestiture with

ProMedica, that ProMedica would propose another third party purchaser to the FTC and the FTC

could approve that purchaser in order to complete the acquisition expeditiously. Additionally, St.

Luke’s steadily lost employees during this period because of the uncertainty regarding the

resolution of the divestiture process. As a result, St. Luke’s leadership was very concerned about

allowing the negotiations with ProMedica to drag on, since this would cause further harm to St.

Luke’s. For this reason, St. Luke’s was forced to agree to ProMedica’s “take it or leave it” terms,

rather than risk further lengthy negotiations in a situation in which St. Luke’s had very little

leverage.

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53. The “take it or leave it” terms offered by ProMedica included, among other things,

a requirement that the Paramount-St. Luke’s contracts be amended to provide that Paramount

could terminate them immediately if there were any change in control in the operation of St.

Luke’s. ProMedica’s executives specifically stated that this provision was designed to keep St.

Luke’s from gaining a stronger partner that would make it more competitive. This provision, like

other provisions in the divestiture agreement described herein, was agreed to by St. Luke’s only

as a result of ProMedica’s coercion.

54. The change in control provision was thus intended to deter other entities which

might help St. Luke’s to be more effective and competitive from affiliating with it, or, if that

deterrence failed, to retaliate against such an affiliation and damage St. Luke’s ability to compete.

ProMedica has now carried out the purpose of the change in control provision in its recent notice

of termination to St. Luke’s. Therefore, the impact of the change in control provision will be felt

by St. Luke’s on January 1, 2021, unless it is enjoined.

55. The change in control provision effectively conditioned continued contracts with

Paramount on St. Luke’s willingness to not affiliate with another partner and therefore to continue

to operate in a weakened fashion. That provision, being carried out for the first time by ProMedica

and Paramount today, was clearly anticompetitive and had no legitimate purpose.

56. ProMedica consistently took an unreasonable stand in these negotiations. Randy

Oostra, ProMedica’s CEO, stated regarding St. Luke’s that it was “our hospital.” He said that

ProMedica “get[s] to decide what to do with it.” ProMedica demanded that it deal directly with St.

Luke’s business people, and tried to keep St. Luke’s attorneys out of the negotiation process.

57. ProMedica also demanded as part of the divestiture that St. Luke’s reimburse it for

funds that had been spent to improve St. Luke’s during the period in which ProMedica owned St.

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Luke’s, even though ProMedica had made few if any efforts to adequately maintain St. Luke’s

operations. Additionally, ProMedica, while ostensibly charging St. Luke’s costs for transition

services to allow St. Luke’s to transition to operating as an independent hospital, assessed those

costs at high, unsustainable levels.

58. At the end of the divestiture process, St. Luke’s faced the need to completely restore

back office functions and adopt new IT systems in a short eighteen month period. St. Luke’s was

also required under the parties’ divestiture agreement at ProMedica’s insistence to pay ProMedica

$35 million for investments made by ProMedica in the hospital.

59. As a result of these steps, St. Luke’s came out of the divestiture process as a hospital

with a significant eight figure annual loss and with a weakened balance sheet. Since the divestiture,

St. Luke’s has provided improved quality of care, but it has been unable to undertake the initiatives

necessary to restore itself as a significant competitor in the market, and has needed a partner in

order to allow it to do so.

60. After divestiture was completed, ProMedica was still obligated to provide transition

services to St. Luke’s to assist it in beginning to operate on its own. However, ProMedica neglected

these efforts, and in many ways failed to provide the services as required. For example, St. Luke’s

received millions of dollars in uncollectable account balances because ProMedica failed to issue

bills for months to years for these accounts, and often failed to obtain pre-authorization from health

plans or conduct adequate follow-up in order to justify payment. In many cases, the requirements

for timely filing for payment were exceeded.

61. Since the divestiture, and before the McLaren acquisition, ProMedica executives

have told their employees that St. Luke’s would “get burned” and not survive more than three

years.

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ProMedica’s Actions to Suppress Competition from UTMC

62. ProMedica’s scheme to suppress competition by its hospital competitors included

its 2015 affiliation with the University of Toledo and actions taken pursuant to that affiliation.

63. Until recently, the University of Toledo Medical School physicians were the only

physicians on the medical staff of University of Toledo Medical Center. As a result, the hospital

referrals of those physicians were critical to the continued viability of UTMC.

64. In 2015, ProMedica entered into a scheme to control the University of Toledo

Medical School faculty, and thereby to control UTMC. University of Toledo and ProMedica

entered into an affiliation agreement which made ProMedica the exclusive clinical affiliate for

University of Toledo medical education. Since the faculty engaged in medical education are the

same physicians who served as the medical staff at UTMC, this gave ProMedica control of the

UTMC medical staff.

65. The affiliation agreement accomplished this in a wide variety of ways. It set up a

joint board, 50% of whose members were from ProMedica, which was given control over (among

other things) faculty recruitment, “resource allocation” with respect to faculty members, approval

of academic programs, determination of a strategic plan for the medical school and its faculty and

the identity of the chairs of each department of the medical school (who were required to be

identical to the service line chairs at ProMedica). This effectively gave ProMedica veto power over

the University of Toledo Medical School’s actions.

66. Even more significantly, ProMedica and University of Toledo agreed to a plan

whereby all medical school residents would be shifted from UTMC to ProMedica’s Toledo

Hospital and its children’s hospital. The plan was to make Toledo Hospital an academic medical

center. The effect of this plan was to eliminate UTMC’s role as an academic medical center

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providing “high end,” sophisticated hospital care, which has been central to its ability to compete

in the Lucas County market.

67. Pursuant to that plan, ProMedica and University of Toledo agreed to move all or

virtually all University of Toledo faculty physicians from UTMC to ProMedica. As carried out, all

faculty members except for those in orthopedics, family medicine and psychiatry were required to

move their practices to Toledo Hospital.

68. While an affiliation between ProMedica and University of Toledo could have

benefited medical education, an exclusive affiliation that gave ProMedica effective control of the

University of Toledo Medical School, diverted critical resources from UTMC and therefore

significantly diminished UTMC’s competitive abilities was both highly anticompetitive and

unnecessary to provide benefit to medical education.

69. ProMedica paid University of Toledo enormous sums of money in order to gain

this control. According to ProMedica’s securities disclosures in documents related to its bond

offering, the agreement provided for transition payments from $17 million to $47 million per year

up to 2020, with payments after that of at least $50 million per year. Additionally, ProMedica

agreed to spend $250 million to construct and renovate University of Toledo Medical College.

According to University of Toledo’s bond disclosures, University of Toledo received a total of

more than $100 million from ProMedica pursuant to this agreement through its 2020 fiscal year.

According to a memo by Randy Oostra, CEO of ProMedica, ProMedica had made more than $130

million in payments under the affiliation agreement as of June of this year.

70. These enormous expenditures were made possibly only by the financial resources

possessed by ProMedica by the virtue of its monopoly power. Thus, they reflect ProMedica’s

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ability to use its power to exclude competition. The expenditures made no sense except as a device

to suppress competition from UTMC and gain ProMedica additional market power.

71. These payments make clear that what was termed an affiliation agreement was

intended to be effectively a purchase of UTMC. The amount agreed to be paid is more than what

would normally be paid for a hospital of UTMC’s size on the open market. ProMedica clearly

intended by these payments to accomplish the transfer of all of UTMC’s most significant assets to

ProMedica. This was intended by ProMedica to result in elimination of UTMC as, at the very least,

an effective competitor, and, ideally, from ProMedica’s point of view, as a viable hospital.

72. Many of ProMedica’s goals have already been accomplished. Large numbers of

University of Toledo Medical School physicians have transitioned their practices over to

ProMedica, and no longer practice at UTMC. 260 ProMedica physicians have received academic

appointments at the University of Toledo Medical School. All residents in the graduate medical

education program at University of Toledo Medical School now receive their education at

ProMedica. ProMedica thus has accomplished much of its goal of becoming an academic medical

center, and depriving UTMC of its resources as an academic medical center.

73. In response to these actions, UTMC suffered very significantly. At one point, it

suffered a $20 million loss. It was forced to make substantial layoffs.

74. More recently, UTMC has gained back some ground, primarily through an

affiliation with the Toledo Clinic, an independent practice many of whose physicians now are on

the medical staff at UTMC. Nevertheless, ProMedica has succeeded in suppressing the ability of

UTMC to compete with ProMedica as an academic medical center. Moreover, these efforts show

ProMedica’s continuing plan to suppress all competition in the Lucas County hospital market by

whatever means possible.

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75. ProMedica’s plan was to manage UTMC after it had weakened it, similar to what

it had attempted to accomplish several years before with regard to St. Luke’s. However, an uproar

in the community, followed by investigations by state legislators, the Ohio Attorney General’s

office and Federal Trade Commission, has delayed any such efforts.

McLaren’s Agreement to Acquire St. Luke’s

76. Because of the unfair actions directed at St. Luke’s by ProMedica during the

divestiture process, St. Luke’s was substantially in debt after the divestiture. It suffered losses of

more than $38 million in 2018. St. Luke’s realized that it needed to affiliate with another partner

in order to continue to be viable.

77. In 2019, McLaren and St. Luke’s announced that they had signed a letter of intent

to acquire St. Luke’s. A definitive agreement was ultimately signed in 2020, and the acquisition

was completed on October 1, 2020.

78. Pursuant to this agreement, McLaren Health Care Corporation has become the sole

member of St. Luke’s. McLaren publicly agreed to commit to at least $100 million in a capital

investment in St. Luke’s. Additionally, McLaren agreed to assume $65 million of St. Luke’s debt

and $55 million of St. Luke’s pension liability. Absent McLaren’s acquisition, St. Luke’s would

not be able to pay its existing debt and would likely cease as a going concern.

79. McLaren is a large health care corporation operating hospitals throughout

Michigan. McLaren has been in several successful “turnarounds” of troubled hospitals. It was

widely recognized that the McLaren affiliation had the potential to revitalize St. Luke’s and permit

it to become a more effective competitor.

ProMedica’s Actions After the McLaren Acquisition was Announced

Termination of Services Contracts

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80. In response to the impending acquisition of St. Luke’s by McLaren, on June 1,

2020, ProMedica terminated or refused to renew eight different contracts with St. Luke’s on behalf

of its subsidiaries Heartland of Perrysburg OH, LLC, HCRMC-ProMedica JV, LLC, ProMedica

Central Physicians, ProMedica Northwest Ohio Cardiology Consultants, and ProMedica Toledo

Hospital. One of these contracts, involving the provision of cardiothoracic surgeons to work at St.

Luke’s, had operated successfully since 2010. The other seven contracts had operated successfully

for three to four years. All of these contracts were profitable to ProMedica, and there were no

disputes or concerns raised with regard to any of them prior to the terminations.

81. While the notice of termination of these contracts did not identify a reason for these

actions, they occurred only five days after it was announced that a McLaren executive would be

the interim CEO at St. Luke’s Hospital.

82. The loss of cardiothoracic surgeons has caused substantial and continuing damage

to St. Luke’s. These surgeons (primarily one surgeon, Christopher Riordan) had performed all the

cardiothoracic surgery at St. Luke’s. The ProMedica surgeons have since been replaced, but the

primary new cardiothoracic surgeon (who is relocating from Michigan) has had no prior

relationships with cardiologists or other physicians who refer heart surgery cases to a

cardiothoracic surgeon. As a result, the number of heart surgeries performed at St. Luke’s has

recently declined by more than 70%. This has caused St. Luke’s substantial damages.

83. The ProMedica cardiothoracic surgeon, Dr. Riordan, desired to continue practicing

at St. Luke’s, and opposed the action by ProMedica. Moreover, that was the preference of the

cardiac service line group at ProMedica. But leadership at ProMedica ordered that the agreement

be terminated. Dr. Riordan informed a St. Luke’s executive that this action was a response to the

McLaren transaction.

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84. One of the other terminated contracts related to the use of a ProMedica physicist to

assist radiologists at St. Luke’s. A physicist performs an essential role in every hospital radiology

department in monitoring and managing its radiographic equipment. The ProMedica-employed

physicist who served St. Luke’s was not even aware that the contract had been terminated until he

was informed of this fact by St. Luke’s personnel. He was very disturbed at the result, and did not

wish to quit working at St. Luke’s. He told St. Luke’s that his view was shared by his direct

superior, the Radiology Director at ProMedica Toledo Hospital. The physicist and his superior

protested the decision, but were informed by ProMedica leadership that the physicist was no longer

allowed to stay and work at St. Luke’s.

85. Other ProMedica physicians practicing at St. Luke’s have informed St. Luke’s

personnel that they have felt pressure from ProMedica leadership to cease doing cases at St.

Luke’s. As a result, the ENT surgeons employed by ProMedica who had practiced at St. Luke’s

for many years have ceased performing surgeries there, even though they maintain an office on

the St. Luke’s campus. This has resulted in a dramatic decline in ENT surgery at St. Luke’s and

has caused significant injury to St. Luke’s.

Notice of Termination of Paramount Contracts

86. On October 2, 2020, one day after the McLaren transaction became effective,

Paramount sent notice to St. Luke’s regarding the termination of the commercial and Medicare

Advantage contracts between St. Luke’s, WellCare and Paramount. That notice was sent by hand

delivery, certified mail and email.

87. The notice stated that Paramount was “exercising its right to terminate” because

“Paramount is aware that [St. Luke’s] has joined McLaren Health Care . . . effective October 1,

2020.” Therefore, Paramount expressly stated that it was taking this action because of the

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acquisition by McLaren. It was taken pursuant to the “change in control” provision added to the

contracts at ProMedica’s demand during the divestiture process.

88. ProMedica’s rationale was further explained on an October 19, 2020, call with

Kathy Kendall of McLaren and Jennifer Montgomery, the CEO of St. Luke’s, Steve Cavanaugh,

the ProMedica Health System CFO, and Lori Johnston, the CEO of Paramount. Mr. Cavanaugh

made clear that ProMedica directed Paramount to send a notice of termination to St. Luke’s

because St. Luke’s has been acquired by McLaren, and will therefore be a more formidable

competitor for ProMedica. The notice of termination was therefore sent to suppress such

competition and harm St. Luke’s ability to compete.

89. Mr. Cavanaugh, who is not an executive of Paramount, took the lead on the call.

He said that the notice of termination was being sent because McLaren Health Care Corporation

is a large competitor to ProMedica with over $5 billion annually in revenues. Mr. Cavanaugh added

that McLaren was adding a cancer program to St. Luke’s, using (the renowned) Karmanos Cancer

Center, and that would directly compete with ProMedica. Thus, Mr. Cavanaugh directly linked the

Paramount terminations to the prospect of greater competition from McLaren St. Luke’s.

90. ProMedica has acknowledged in writing that the Notice of Termination was sent

because of McLaren’s strength and its involvement in St. Luke’s. A document entitled “Talking

Points and Q&A for ProMedica Employee Health Plan Members,” circulated within ProMedica

included the statement that “McLaren Health, a large out of state health system based near Flint,

Mich., took ownership of St. Luke’s Hospital on October 1, 2020. This led Paramount to share its

intent to end its contracts, effective January 1, 2021.” A memo to “ProMedica Leadership,” from

Lori Johnston, ProMedica repeated the same statement.

The Planned Termination Has No Legitimate Business Purpose, and Is Exclusionary

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91. The Paramount contracts that ProMedica seeks to terminate are longstanding and

have been very beneficial to Paramount and ProMedica, and the planned terminations will be

substantially unprofitable to Paramount and ProMedica, but for its anticompetitive effects.

Paramount had contracted with St. Luke’s since 2010, and had contracted with St. Luke’s

subsidiary WellCare Physicians, LLC since 2008, two years prior to the acquisition of St. Luke’s

by ProMedica. These contracts continued after the divestiture of St. Luke’s from ProMedica, until

the completion of the acquisition of St. Luke’s by McLaren. There were no pending disputes or

issues with these contracts at the time that the notice of termination was sent.

92. The FTC’s Administrative Law Judge found that “Paramount’s President believed

that the addition of St. Luke’s to Paramount’s network made Paramount more attractive to

employers in southwestern Lucas County and had a positive impact on Paramount.” ALJ Decision

at *47. In fact, the City of Maumee, Maumee School System and Anthony Wayne Schools, all

major employers in southwest Lucas County near St. Luke’s, all chose Paramount for insurance

after (and because) St. Luke’s was added to its network. These three employers alone represented

14,000 lives. Paramount will now be at risk of losing all of the business previously added as a

result of including St. Luke’s and WellCare into its network.

93. As part of the divestiture agreement between ProMedica and St. Luke’s, ProMedica

voluntarily agreed to continue the relationship between Paramount and St. Luke’s for at least three

years. In 2018, ProMedica agreed to further extend this relationship until 2023, without any

provision for termination without cause. This is indicative that ProMedica thought that the

relationship was in fact profitable.

94. The profitability of the St. Luke’s contract with Paramount is reflected in the fact

that Paramount has historically also contracted with UTMC. UTMC was important to Paramount’s

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network because it offered quaternary services, not otherwise available in the network. Similarly,

St. Luke’s was important to Paramount’s network, because St. Luke’s Hospital is the only hospital

in Maumee, which is an affluent suburban community in Lucas County. Without St. Luke’s

Hospital in its network, many individuals living in Maumee or elsewhere in southwest Lucas

County who wish to use their local (more convenient) hospital would likely wished to choose

another health plan. Many of their employers are at risk to change health plans in order to

accommodate their employees’ wishes. The terminations will also make it more difficult for

Paramount to attract new accounts in the growing Maumee area.

95. Additionally, St. Luke’s is the lowest cost and lowest priced hospital in the market

by a significant margin. Therefore, it was extremely profitable for Paramount to offer St. Luke’s

in its network.

96. Paramount has routinely advertised to its members that St. Luke’s is in its network.

The “Elite FAQs” for the Paramount Elite Medicare Advantage product, in answering the question

“what hospitals are in your network?”, lists St. Luke’s among only six hospitals listed by name.

St. Luke’s is second on that list after ProMedica Toledo Hospital, and ahead of the other ProMedica

hospitals.

97. Health plans generally try to include as many hospitals as possible in their

networks, because employers choose health plans in significant part based on whether their

employees can find their preferred hospital and doctor in a health plan’s network. Health plans

routinely lose members and fail to obtain employer accounts because they do not have sufficient

numbers of providers (including hospitals) in their network. For these reasons, it is extremely rare

for a health plan to ever terminate a hospital unless it is unable to agree on rates or other terms

with the hospital.

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98. Even hospital-owned health plans generally aim for broad networks of hospitals,

because it is in their best interest. For example, McLaren Health Plan (“MHP”), owned by

McLaren Health Care Corporation, has about 140 hospitals in its network, including about 30

hospitals that directly compete with McLaren’s hospitals. This includes many hospitals in the

Detroit area, in Flint (where McLaren began operations), Lansing (where there are only two

hospitals), and in northern Michigan. McLaren Health Plan includes these competing hospitals in

its network because it is in its best interest to provide a broad network of hospitals to attract more

subscribers.

99. The only exceptions occur where, as in Lucas County, the owner of the health plan

intends to maintain its monopoly power and therefore gains a special benefit from limiting its

network. A hospital system, like ProMedica, with market power, can gain additional monopoly

profits by maintaining and enhancing its power. A hospital in a competitive market would not have

anything to gain by restricting the profitability of its health plan, because it would not be able to

earn any monopoly profits by harming its competitors. Therefore, ProMedica’s actions are directly

motivated by its monopoly power and its anticompetitive scheme.

100. For all these reasons, the notices of termination were completely contrary to

Paramount’s interests, and quite unprofitable to it. These actions only made sense because they

were performed in order to squelch competition from St. Luke’s after ProMedica faced the

prospect that McLaren St. Luke’s would become a more significant competitor. ProMedica would

not have directed Paramount to send notice of termination to St. Luke’s if it did not possess

significant market power and did not have a goal of maintaining and enhancing its power by

harming St. Luke’s.

Other Actions Directed at St. Luke’s and McLaren

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101. In response to McLaren’s completion of its acquisition of St. Luke’s, ProMedica

also terminated the contracts of its Michigan hospitals with McLaren Health Plan (“MHP”). MHP

had contracts with these hospitals since 2013 and 2014, respectively, and these contracts were

continued by ProMedica after it acquired these hospitals. There were no disputes between MHP

and ProMedica with regard to rates or other terms at these hospitals. There was no reason to

terminate the contracts, and the terminations make no economic sense, except as an effort to send

a signal to McLaren that if it competed vigorously in Lucas County with ProMedica, that there

would be contribution from ProMedica for those actions.

102. ProMedica officials confirmed that they took their actions for anticompetitive

reasons in a discussion they had with Representative Jason Sheppard of Michigan. Rep. Sheppard

inquired as to the reasons why the Paramount contracts with St. Luke’s and the contracts between

ProMedica’s Michigan hospitals and McLaren Health Plan were terminated. ProMedica’s

executives stated that these actions were taken solely because McLaren is now a competitor of

ProMedica. They added that ProMedica would have preferred that St. Luke’s remain independent

and not be bought out by anyone. The ProMedica executive repeated that they were taking these

actions because they were now facing McLaren as a competitor.

103. In its efforts to suppress competition by St. Luke’s, and to attempt to harm and

potentially destroy St. Luke’s, ProMedica is building a full emergency center literally a few

hundred yards from St. Luke’s emergency department.

104. This action makes no sense except as an effort to harm St. Luke’s and increase

ProMedica’s monopoly power. Patients in southwest Lucas County, including Maumee, who face

emergencies can be most conveniently seen today at St. Luke’s emergency department and

immediately hospitalized at that facility if necessary. The new ProMedica facility will not provide

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greater convenience for any patients. Moreover, patients who utilize the new ProMedica facility

would need to be transferred to a ProMedica hospital, as much as 30 minutes away, after being

seen at the emergency department. (ProMedica’s announcement specifically stated that the plan

was to transfer patients needing further care to Toledo Hospital.) These delays could often be

detrimental to patient care.

105. The planned ProMedica emergency center therefore serves no purpose whatsoever

in the community, and can result in poorer medical care for patients. Moreover, the emergency

department is highly likely to be unprofitable, since it will serve a patient population already well

served by the emergency department at St. Luke’s. The only possible reason for ProMedica to

pursue this emergency department is to harm St. Luke’s in order to increase its monopoly power.

St. Luke’s, like most hospitals, depends on emergency room visits for a significant number of its

inpatient admissions. Therefore, these actions will increase ProMedica’s dominance in the

relevant hospital markets.

106. ProMedica announced this emergency department on May 14, 2020, after it was

well known that McLaren would be acquiring St. Luke’s. The action was clearly taken in an effort

to prevent further competition from St. Luke’s and cause serious damage to St. Luke’s. The facts

indicate that the decision to go forward with the emergency center and the announcement regarding

the emergency center were rushed out by ProMedica in response to the impending affiliation

between McLaren and St. Luke’s. An option on the land on which the emergency center is to be

erected was purchased only a few days before the announcement was made. At the time the

announcement was made, there had been no contact with the City of Maumee or its planning

commission regarding this project. This indicates that the project was not undertaken by

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ProMedica as part of any well considered business decision to better serve the community or even

to earn profits. It was undertaken for one purpose only; to harm St. Luke’s.

107. These facts establish beyond doubt that ProMedica’s actions with regard to St.

Luke’s and UTMC were not undertaken in order to serve any reasonable or legitimate business

interest, were unrelated to any efficiency concerns, and certainly did not reflect competition on the

merits. They were exclusionary, and were undertaken only to harm St. Luke’s ability to compete

and to maintain and expand ProMedica’s monopoly power in the relevant markets. This is

demonstrated by, among others, the following facts:

a. ProMedica executives effectively admitted that fact in calls with Kathy

Kendall of McLaren and State Representative Jason Sheppard.

b. Paramount terminated St. Luke’s contracts and ProMedica terminated

McLaren Health Plan’s contracts. ProMedica terminated eight different

contracts with St. Luke’s on the same day, five days after the long time CEO

of St. Luke’s was retired and replaced by an interim McLaren executive.

The only common factor underlying these actions is the affiliation between

McLaren and St. Luke’s.

c. ProMedica’s actions ended long-term profitable arrangements in each

instance where it terminated a relationship.

d. ProMedica’s actions were often opposed even by its own personnel

operating in the areas where the arrangements were terminated, thereby

demonstrating that there was no rational business purpose for these actions.

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e. ProMedica’s decision to open up an emergency department in close

proximity to St. Luke’s makes no economic sense, and was also undertaken

only after it became clear that McLaren would be acquiring St. Luke’s.

108. Paramount’s decision to terminate St. Luke’s under the change in control provision

is reflective of the fact that Paramount’s and ProMedica’s actions were taken pursuant to a

conditional refusal to deal. Paramount did not have the ability to terminate St. Luke’s unless St.

Luke’s engaged in a change in control, bringing in an affiliation partner. Thus, ProMedica

effectively stated to St. Luke’s that if it avoided an affiliation partner, and continued to operate on

its own, without any help in addressing its financial weaknesses, then Paramount would not take

any action against St. Luke’s. If, however, St. Luke’s tried to obtain a partner to improve its overall

position and therefore its competitiveness, it would be punished by ProMedica and Paramount.

INJURY TO ST. LUKE’S

109. The loss of the Paramount contracts will have a devastating financial impact on St.

Luke’s. Paramount represents fully more than 20% of St. Luke’s commercially-insured and

Medicare Advantage business. It is likely that a substantial portion (if not the majority) of that

business will be lost by St. Luke’s if the termination is allowed to become effective. St. Luke’s has

earned more than $25 million in annual payments relating to the care of Paramount’s commercially

insured and Medicare Advantage members.

110. While some individual patients who value St. Luke’s and its physicians may have

an opportunity to switch health plans as a result of Paramount’s termination, that will only be true

of those individuals whose employers offer them a choice of health plans. Most employers do not

offer such a choice, and most employers have chosen their health plans for a given year by

September of the prior year. As a result, the Paramount notice of termination of St. Luke’s has

occurred too late for most employers to take the termination of St. Luke’s into consideration in

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choosing the health plan options for their employees. Individuals whose employers have chosen

only Paramount as a health plan will therefore be forced to switch providers from St. Luke’s,

whether or not they wish to do so.

111. Paramount’s HMO exercises significant control over its members’ abilities to

utilize out-of-network physicians. With few exceptions (e.g., emergency medical conditions),

Paramount’s HMO requires its members’ primary care physicians—Paramount network

physicians—to arrange for all of the medical services of its members. A Paramount HMO member

cannot independently seek the services of an out-of-network physician. Nor can a primary care

physician refer a Paramount HMO member to an out-of-network physician. Rather, Paramount

HMO itself must approve any referral to an out-of-network physician. Other Paramount members

will need to pay substantially higher amounts in co-insurance, co-payments and/or deductibles if

they wish to utilize out of network products such as St. Luke’s and WellCare.

112. The loss of Paramount patients is especially important because St. Luke’s, like any

hospital, depends on the more profitable commercially insured patients to offset the costs of

providing care to patients who do not have the ability to pay at all for health care, as well as patients

insured by Medicare and Medicaid, for whom reimbursement is lower.

113. The loss of significant numbers of incremental patients will be especially costly to

St. Luke’s, as it would be to any hospital. Since most of St. Luke’s costs are fixed, and do not vary

with the volume of patients, each additional patient gained or lost results in a significant amount

of incremental profit or loss, since the only additional costs incurred in connection with the

treatment of those patients are variable costs. Approximately 60% of St. Luke’s costs are fixed,

and therefore each incremental commercially insured patient earns St. Luke’s the payments for

that patient less only about 40% reflecting the incremental cost of treating that patient. Therefore,

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the gain or loss of such incremental patients is critical to St. Luke’s bottom line, and the loss of

such patients has a disproportionate effect on the bottom line. Additionally, because St. Luke’s is

already a very low cost hospital, it does not have a significant opportunity to further reduce costs

in response to lost revenue, a dynamic which will only exacerbate its losses as a result of

Paramount’s actions.

114. For these reasons, the damages to St. Luke’s from ProMedica’s actions, if carried

out, will undoubtedly be substantially greater than $10 million.

115. While St. Luke’s will suffer substantial monetary damages as described above,

these damages will certainly be inadequate to compensate St. Luke’s for the injury described

above, and this injury will be irreparable and substantial. This injury includes the severe harm to

St. Luke’s reputation, competitiveness, good-will and market position, as described below.

116. Because the loss of these commercially insured patients will force St. Luke’s to

incur substantial overall losses, this will limit St. Luke’s ability to finance additional competitive

initiatives and improvements in its facility and equipment. It will thereby hamper St. Luke’s ability

to compete effectively, and to improve care for its patients. This will be especially damaging given

St. Luke’s already precarious financial situation.

117. Paramount’s actions will also be irreparable, because once St. Luke’s patients who

are insured by Paramount are treated by local physicians and hospitals who are in network with

Paramount, those new physicians and hospitals will then establish relationships with these patients.

Even if St. Luke’s were to regain participating status with Paramount in the future, that would

likely be too late for it to regain many of these patients. Academic studies have concluded that

patients are very reluctant to change providers absent a strong reason to do so.

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118. The injury to St. Luke’s from the Paramount notice of termination will extend well

beyond the Paramount subscribers who have been patients at St. Luke’s or utilized St. Luke’s

physicians. That is because physicians value their time, and do not wish to work at multiple

hospitals unnecessarily. In particular, surgeons often have “block time” scheduled, so they can

perform all their surgeries in one location at one time, and gain efficiencies by that process. As a

result, many independent physicians will likely conclude that if they have significant numbers of

patients who are out of network with Paramount, a significant insurance plan, they are better off

treating all their patients at a hospital other than St. Luke’s, to avoid the inconvenience of providing

treatment at other hospitals for Paramount subscribers.

119. The Paramount notice of termination will also cause significant injury to St. Luke’s

reputation and good will. Many patients and subscribers will not be aware of the reason for the

termination. Paramount has not stated the reason in any of its communications to its members. As

a result, many of these members will likely believe either that St. Luke’s has chosen to leave the

Paramount network or that St. Luke’s was terminated from the network because of quality or other

problems with its care. This will cause significant long-term damage to St. Luke’s ability to serve

patients in the relevant market.

120. For all these reasons, it will be impossible for Plaintiffs to calculate the full amount

of the damages they will suffer from Defendants’ actions. The damages to St. Luke’s will result

from, not only the immediate loss of patients, but the loss of patients over many years in the future.

The damages will be caused by not only the direct loss of revenues from Paramount members but

also from the impact of these financial losses on St. Luke’s ability to further invest in its facilities

and operations and expand its revenues. St. Luke’s will also suffer damages from the impact on

loss of business on physicians who moved their cases elsewhere, not only for Paramount patients,

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but for other patients, as described above. All these complexities make a calculation of all of St.

Luke’s damages impossible. Therefore the only way to avoid uncompensable injury here is for an

injunction to issue.

121. The public will also be seriously harmed by a Paramount termination. This will

keep residents of the Maumee and surrounding area from utilizing their preferred and more

convenient hospital and doctors. Additionally, if the termination is effective, it will require patients

to switch from a lower cost hospital (St. Luke’s) to substantially higher cost hospitals (the

ProMedica hospitals). This will add expenses for their employers (if self-insured) and for the

patients themselves (to the extent that they pay co-payments, co-insurance and deductibles).

122. This substantial clear and imminent irreparable injury justifies injunctive relief. In

contrast to this injury to St. Luke’s and the public if an injunction is denied, there will be no

cognizable injury to Paramount if an injunction is granted. Paramount has profited from its

relationship with St. Luke’s, which has been in place since 2010 (for St. Luke’s Hospital) and since

2008 (for its physicians). Paramount had agreed to maintain this relationship unless St. Luke’s

were acquired. That acquisition does not create any harm at all to Paramount. It matters only to

the anticompetitive aims of ProMedica. Therefore, the balance of injuries here clearly favors

injunctive relief.

123. Injunctive relief will strongly benefit the public. It will allow individuals who wish

to utilize St. Luke’s Hospital and its physicians, but who are locked into Paramount’s insurance at

this time because of the lateness of Paramount’s decision, to continue to use their preferred

providers. It will also help maintain competition in the market and allow St. Luke’s to continue to

provide high quality care and to improve its offerings to the community.

TWO STAGE MODEL OF COMPETITION

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124. Competition among health care providers depends on the relationship between

these providers and employers, subscribers, and managed care plans. Employers select managed

care plans on behalf of their employees. When managed care plans create networks, their goal is

to offer convenient networks for their enrollees. Employees and subscribers prefer to have a choice

from a variety of providers in convenient locations, close to home.

125. Employers generally have two alternative funding mechanisms for purchasing

health insurance for their employees. Fully insured employers and their employees pay premiums,

co-pays and deductibles in exchange for access to a managed care plan’s provider network and for

insurance against the cost of future care. Self-insured employers must pay the entirety of their

employees’ healthcare claims (aside from member cost-sharing, such as deductibles and co-

payments), and, as a result, they immediately incur any provider rate increases.

126. Managed care plans negotiate contracts with hospitals and physicians to create

provider networks. Employees pay higher out-of-pocket costs when they see a non-contracted or

out-of- network provider. Patients who are insured through a managed care plan therefore have an

incentive to choose in-network providers in order to minimize or avoid out-of-pocket expenses,

and providers have incentives to participate in managed care plans’ networks because that

increases their access to patients insured through those organizations.

127. Competition among health care providers (both physicians and hospitals) occurs in

two stages. In the first stage, providers compete to be selected as in-network providers by managed

care plans. Managed care plans seek to create provider networks with geographic coverage and a

scope of services sufficient to attract and satisfy individual subscribers as well as employers and

their employees.

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128. Providers benefit from in-network status by gaining access to the managed care

plan’s members as patients. Accordingly, providers compete in this first stage of competition to

be selected as “in-network” by healthcare payors.

129. In the second stage of competition, providers compete with other in-network

providers to attract patients. When enrollees sign up to a plan, they almost always choose in-

network providers. Managed care plans typically offer multiple in-network providers with similar

out of pocket costs, and those providers compete primarily on non-price dimensions in this second

stage to attract patients by offering better services, amenities, convenience, quality of care, and

patient satisfaction than their competitors offer. Patients are insulated against prices paid to

providers, do not have a lot of transparency about those prices, and do not shop around on the basis

of price.

130. Some managed care plans offer “tiered networks,” with different financial

incentives for patients who choose different providers, or “narrow” networks offering limited

numbers of providers. In such tiered networks, providers in the preferred tier may be used with

fewer (or no) co-pays or deductibles payable by the member as compared to their payment

obligations when they utilize “tier 2” providers. Under these circumstances, providers may

compete to be in the preferred tier or in the narrow network. However, tiered networks are not

popular if sought after providers are not included in the preferred tier, and therefore can only be

used if the member is subject to higher co-pays or deductibles. Employers need to offer a health

plan that appeals to all their employees.

131. Therefore, most individual employees and patients have no incentive to shift to

other providers even if their providers raise prices. The financial impact of such price increases is

borne by the employer, not by the individual employee.

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132. As a result, pricing discipline does not take place based on decisions by insured

patients choosing providers. Rather, bargaining dynamics between providers and managed care

plans determine health care prices. Consumers of health care are typically not direct purchasers of

health care, and it is health insurers that are negotiating with providers.

133. When managed care plans negotiate with providers, the leverage in those

negotiations depends on the plan’s outside options. A buyer has leverage if it has acceptable

alternatives to a seller driving a hard bargain. Therefore, if a managed care plan could drop a

provider and still have an attractive network that it could sell to its customers, the managed care

plan would have a stronger bargaining position. For these reasons, the fewer alternative providers

available to a managed care plan, the more bargaining leverage each of those providers has.

Similarly, the larger the market share of a given provider, the more important its presence in a

network is to a managed care plan, and the more leverage it has in bargaining for higher

reimbursement rates.

RELEVANT MARKETS

134. Among the relevant markets applicable to these claims are the market for general

acute care inpatient hospital services for commercially insured patients in the Lucas County area

(both including and not including obstetrics patients).

135. There is no substitute for inpatient services (which generally are defined to include

at least one overnight stay in a hospital). Where an overnight stay is medically required, outpatient

services are not an acceptable alternative. When an overnight stay is not medically required, payers

do not view inpatient services as an acceptable alternative, and hospitals do not reduce the prices

of inpatient procedures to meet the price of procedures on an outpatient basis.

136. These markets do not include tertiary or quaternary services, which are highly

complex services not offered by all hospitals. These services are highly specialized and usually

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involve treatment for higher acuity conditions. Patients often travel greater distances for tertiary

and quaternary services, because they are offered at fewer facilities, and because they often involve

more serious conditions. The FTC Administrative Law Judge in the FTC’s case challenging

ProMedica’s acquisition of St. Luke’s found that quaternary services are often excluded in

managed care organizations’ contracts with hospitals or are contracted for separately.

137. Health care services provided to commercially insured patients, are in a distinct

market from those services when provided to other patients. Most insured consumers of health

care are covered either by one of two government insurance programs (Medicare and Medicaid)

or by private insurance organizations. The relevant markets do not include services paid for by

Medicare or Medicaid, because these government programs fix their fees and therefore do not

compete for these services. A hospital could not increase its volume or revenue by persuading

patients to sign up for Medicare or Medicaid, because enrollment in these programs is limited to

the elderly, disabled or underprivileged. Medicare and Medicaid typically pay significantly lower

rates than do commercial insurers and, therefore, are not an alternative to them.

138. Individual hospitals or hospital systems have no ability to determine the fees that

Medicare and Medicaid pay them, and therefore cannot exercise market power with respect to

reimbursement by government payers. However, hospitals negotiate the rates that private

insurance companies pay, and they ordinarily charge private payers substantially more than they

are paid by either Medicare or Medicaid. Market power can be a factor in these negotiations.

139. The FTC found in its case against ProMedica that general acute care inpatient

hospital services sold to commercial health plans, excluding tertiary and quaternary services, are

relevant product markets. This conclusion was affirmed by the Sixth Circuit Court of Appeals.

FTC Commission Decision at *568.

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140. Another relevant product market in this case is the market for hospital inpatient

obstetrical services offered to commercially insured patients in the Lucas County Market. These

services are provided by physicians specializing in obstetrics and gynecology (OB/GYN) to

women during pregnancy, childbirth, and postpartum periods. Typical inpatient obstetrical

procedures include the management of labor and delivery, Cesarean delivery, hysterectomy, and

the surgical treatment of postpartum hemorrhage.

141. There are no substitutes for obstetrics (“OB”) services. The FTC, Judge Katz, and

the Sixth Circuit all defined OB services as a separate product market. OB services are not offered

by many hospitals in Lucas County (for example, UTMC and Mercy St. Anne Hospital), and

therefore are subject to different competitive conditions than are general acute care services.

ProMedica has a significantly higher share in OB services than it has in general acute care inpatient

services. The Sixth Circuit noted that ProMedica’s market share for OB services was more than

half again greater than its market share for non-tertiary inpatient services. Sixth Cir. Decision at

566. The FTC found that the availability of competitive alternatives for consumers of OB services

therefore differed substantially as compared to the alternatives for consumers of inpatient hospital

services generally. Sixth Cir. Decision at 566.

142. Obstetrics is recognized as a separate field of medicine with distinct providers of

OB services. The FTC found that hospitals track OB services market shares separately from

general acute care inpatient services.

143. Another relevant product market applicable to these claims consists of hospital

outpatient surgical (excluding endoscopies), emergency and imaging services provided to

commercially insured patients. The outpatient surgery services market does not include general

acute-care inpatient hospital services (those requiring an overnight hospital stay). Patients

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receiving inpatient services, do so because either they are too sick to receive care on an outpatient

basis or because at least some of the procedures they require are sufficiently serious that an

inpatient stay is necessary. As a result, general acute-care inpatient hospital services are not

reasonable substitutes for outpatient surgery services.

144. Some outpatient procedures and services are also provided in non-hospital settings,

such as ambulatory surgery centers (“ASC”), imaging centers, and doctors’ offices. However,

there are important differences between hospital-based outpatient services and outpatient services

provided in other settings.

145. While some patients may choose non-hospital outpatient facilities for outpatient

care, non-hospital facilities are not a substitute for hospitals for outpatient care in health plans’

networks. No health plan in Lucas County has excluded any hospital outpatient services from a

network in favor of non-hospital services. This is true for several reasons. Many patients prefer to

utilize their hospitals for outpatient as well as inpatient services. Additionally, many patients who

are elderly or who have other ailments need to have these services provided in a hospital setting

so that more extensive backup services such as intensive care units are available if a problem

should occur. Physicians located on hospital campuses prefer to refer their patients needing

outpatient services to facilities on those campuses for convenience, and often prefer to refer their

patients to hospital facilities because they share common electronic medical records with the

hospitals. It is also more convenient and efficient for physicians to perform their surgeries,

including their outpatient surgeries, at the same locations as their inpatient surgeries.

146. One important area of outpatient care, emergency services, has several

characteristics that give the hospital setting an important advantage. Hospital and hospital-owned

emergency departments provide a higher level of service than other outpatient providers, including

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24-hour access, specialized physicians and other personnel, and equipment and facilities capable

of handling complex problems. While some patients receiving care in the emergency department

could have received care in non-hospital facilities, academic research has shown that these non-

hospital facilities are not a substitute for hospital and hospital-owned emergency departments. For

example, one academic study found that opening retail clinics near hospitals does not lead to a

decrease in the volume of visits to the hospital emergency rooms, even for low-acuity visits, while

another study found that urgent care centers are less likely to be staffed with specialists and do not

come close to the 24-hour access available at hospital emergency departments. According to a

2016 National Health Statistics Report by the Centers for Disease Control and Prevention, the

primary reason for a visit to the emergency room was the seriousness of the medical condition.

Non-hospital facilities, instead of substituting for emergency rooms, address unmet demands and

treat patients who have different needs and motivations than patients who seek care at hospital

rooms.

147. One study found that ASC entry did not have a significant impact on hospitals’

outpatient surgical volume, indicating that patients do not see surgeries at ASCs as substitutes for

surgeries at hospitals. Another study found that hospitals saw much larger price increases than

ASCs for the same outpatient procedures between 2007 and 2012, indicating the differences in the

competitive conditions facing ASCs and hospitals even for the same procedures. According to

another study outpatient procedures and services delivered in hospitals are often reimbursed at a

higher rate than those delivered at a non-hospital setting.

148. For all these reasons, no health plan in Lucas County would offer a network

excluding hospital outpatient surgery, emergency or imaging services. If it did so, subscribers who

wished to utilize hospital services in these areas, and as a result their employers, who wished to

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satisfy the preferences of most of their employees, would reject the offerings by such plans.

Therefore, the provision of these outpatient services by non-hospital entities are not a substitute

for hospital outpatient services in health plans’ networks. Additionally, there are very few

outpatient surgery services offered in Lucas County except through entities owned in whole or in

part by hospitals.

149. Another relevant product market in this case is the market for hospital inpatient and

outpatient hospital ENT (Ear, Nose and Throat) services offered to commercially insured patients.

These services are provided to patients with head and neck diseases including: major head and

neck surgical procedures; cranial/facial surgical procedures; sinus and mastoid surgical

procedures; surgical procedures on the mouth; cosmetic and reconstructive surgery; and cranial

base procedures (tumors and disorders of the base of the skull). No other services are substitutes

for inpatient ENT services, since only these services suffice to treat the ailments described above

and other ailments for which ENT services are offered. Competitive conditions relating to ENT

services are different from those for general acute care services as a whole, since ProMedica’s

abandonment of St. Luke’s Hospital by ProMedica’s employed ENT surgeons has had a specific

competitive effect on the ENT market.

150. Another relevant product market in this case is the market for hospital inpatient

cardiothoracic surgery services (“CT surgery services”) offered to commercially insured patients.

These services are provided to patients with diseases of the heart, lungs, esophagus, and other

organs of the chest, including, among others, coronary artery disease, valvular insufficiency,

congestive heart failure, heart attack, aneurysms, and lung cancer. CT surgeries are performed by

physicians specializing in cardiothoracic surgery. Typical cardiothoracic surgeries include:

coronary artery bypass grafting (“CABG”), mitral and aortic valve repair and replacement, surgical

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treatment of aortic aneurysms and dissections, implantation of cardiac support devices, and lung

and esophageal resection. No other services will substitute for CT surgery, since that surgery is

designed to specifically address certain cardiovascular ailments for which surgery is necessary.

Competitive conditions differ in the CT surgery market as compared to the general acute care

market, because of the specific impact on the CT surgery market of ProMedica’s actions

withdrawing its CT surgeons from St. Luke’s.

151. Another set of product markets consists of each of the groups of services described

above, but provided to Medicare Advantage subscribers, rather than to commercially insured

patients. Unlike traditional commercial insurance, Medicare Advantage is only available to

individuals who are eligible for Medicare, and therefore is not a substitute for commercial

insurance. Medicare Advantage also represents a distinct market from traditional Medicare.

Medicare Advantage offers substantial additional benefits as compared to basic Medicare. Studies

have found that 80% of the individuals who switch away from a particular Medicare Advantage

plan switch to another Medicare Advantage plan rather than to basic Medicare. Academic studies

show a distinct preference for Medicare Advantage among its subscribers as compared to

traditional Medicare.

152. Lucas County is a relevant geographic market with respect to each of these product

markets. Virtually all Lucas County residents who receive inpatient or outpatient hospital services

receive them in Lucas County; only a very small percentage (less than 5%) of those residents leave

the county for hospital care. Patients seek convenient hospital care, and therefore seek to obtain

that care close to home. That causes patients in Lucas County to seek their care in Lucas County.

153. Commercial payors therefore need a broad range of Lucas County area hospitals in

order to attract employers and subscribers from the Lucas County area. For that reason, no health

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plan has ever offered a product to Lucas County employers or Lucas County residents that did not

include Lucas County facilities in its network.

154. Lucas County was found to be the relevant geographic market by the Federal Trade

Commission, Judge Katz and the Sixth Circuit.

155. For each of the foregoing reasons, a hypothetical monopolist in any of the relevant

markets described above could profitably impose at least a small but significant price increase.

This is the test for market definition under the Department of Justice/Federal Trade Commission

Merger Guidelines, which are widely followed by the courts.

ANTICOMPETITIVE EFFECTS

156. These actions will cause serious harm to the public and to competition in the

relevant markets for several reasons.

157. First, Paramount members in the Maumee area will now have to travel significantly

farther for hospital care, and will be effectively unable to use their most convenient source of

hospital care, St. Luke’s, their neighborhood hospital.

158. Second, St. Luke’s is by a significant margin the lowest cost hospital system in the

relevant markets. In contrast, ProMedica is the highest cost hospital system in Lucas County. In

fact, measured by net revenues or total expenses per adjusted discharge based on Medicare cost

reports, ProMedica is 50%-60% higher than St. Luke’s. Therefore, Paramount’s actions will

weaken the low cost alternative in the market, and strengthen the high cost alternative. This will

seriously harm purchasers of health care.

159. Additionally, St. Luke’s is a high quality hospital, and the lessened availability of

its high quality services will also harm quality competition and consumers. There is substantial

evidence to support this conclusion. Most recently, St. Luke’s has been listed as one of America’s

100 best orthopedic surgery hospitals and has received a stroke care excellence award from Health

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Grades. Judge Katz found that “ProMedica documents reflect patients’ awareness that St. Luke’s

was a high-quality hospital, often scoring better than ProMedica at quality rankings . . . health

plans have testified that St. Luke’s is an attractive and valuable hospital for their Lucas County

provider networks because it provides high-quality services.” Judge Katz Decision at *30.

Additionally, Judge Katz noted that St. Luke’s is regularly recognized by third party quality ratings

organizations “that rank St. Luke’s within the top 10% of hospitals nationally . . .” Judge Katz

Decision at *30. Judge Katz also noted that “independent physicians testified that St. Luke’s

quality was higher than ProMedica’s” (Judge Katz Decision at *30) and that “[e]mployers and

community organizations have testified that St. Luke’s is committed to delivering high-quality

patient-minded care.” Judge Katz Decision at *31. Judge Katz added that “St. Luke’s achievements

in clinical quality exceed those of TTH [The Toledo Hospital] and Flower, its closest competitors

in the ProMedica system for inpatient services.” Judge Katz Decision at *29. The same conclusions

were reached by the Federal Trade Commission’s Administrative Law Judge. ALJ Decision at

*75.

160. Third, if St. Luke’s fails to receive the additional funds that it would obtain but for

ProMedica’s threatened actions, it would be less able to engage in substantial additional

competitive activities, including additional marketing, facility improvements, and expansion of

programs and services, with regard to services in all the relevant markets.

161. Fourth, the suppression of competition from St. Luke’s is especially important

because St. Luke’s is one of only three competitors in hospital services generally (including ENT

and CT surgery services) that can constrain the exercise of monopoly power by ProMedica. Yet

UTMC, as described above, has been substantially weakened by ProMedica’s anticompetitive

actions. As also described above, Mercy’s flagship hospital, St. Vincent, is not fully competitive

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with ProMedica. Under the circumstances, the weakening of the third competitor, St. Luke’s, will

be especially injurious to competition in the market and to the health plans, employers, and patients

who depend on healthy competition in Lucas County.

162. Competition will also be harmed because ProMedica’s threatened actions will

significantly reduce the competitive constraint on ProMedica by its closest substitute in St. Luke’s

core service area in southwest Lucas County. The reduction of competition between close

substitutes is recognized as an important anticompetitive effect by the Department of

Justice/Federal Trade Commission Merger Guidelines, which are often utilized as guidance in

antitrust analysis.

163. ProMedica competes directly with St. Luke’s in its core service area, including the

area around Maumee and the Arrowhead neighborhood. ProMedica has a family practice office in

Maumee, an urgent care center in Maumee, a laboratory site in Arrowhead, a cancer center on St.

Luke’s campus, an ENT office on St. Luke’s campus, and ProMedica Physicians Cardiology has

an office in Maumee. All these offices are indicative of ProMedica’s direct competition with St.

Luke’s in southwest Lucas County.

164. The fact that these entities are close substitutes was recognized repeatedly in the

FTC and court decisions relating to the ProMedica-St. Luke’s merger. For example, the Sixth

Circuit noted that ProMedica viewed St. Luke’s as a “strong enough [competitor] that ProMedica

offered at least one MCO a 2.5% discount off its rates if the MCO excluded St. Luke’s from its

network.” Sixth Cir. Decision at 563. The Federal Trade Commission found that “St. Luke’s was

the next best substitute for a substantial and important fraction of ProMedica’s patients, stemming

from St. Luke’s advantageous location in southwest Lucas County.” FTC Commission Decision

at *39. The Commission also noted that “analysis of market shares by zip code shows that

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ProMedica and St. Luke’s are the most important hospitals for patients in southwest Lucas

County.” FTC Commission Decision at *39. Similarly, the FTC Administrative Law Judge found

that “[a]ccording to internal documents, in St. Luke’s core service area, St. Luke’s and ProMedica

had the first and second highest inpatient market shares . . .” ALJ Decision at *48, *131. The

Administrative Law Judge also noted that “in 2007, ProMedica and St. Luke’s accounted for 66

percent of the inpatient market share for all patients in St. Luke’s core service area . . .” ALJ

Decision at *49.

165. Additionally, St. Luke’s is one of only two competitors to ProMedica in obstetrics

services, since UTMC does not offer obstetrics services. Therefore, diminution of St. Luke’s

competitive abilities will particularly reduce the competitive constraint on ProMedica in the

relevant obstetrics markets and thereby allow ProMedica to further entrench its monopoly position

in these markets.

166. Since ProMedica has a dominant market share in both inpatient ENT surgery and

inpatient CT surgery, any significant diminution in volume at St. Luke’s, one of the few

competitors to ProMedica in these markets, will increase ProMedica’s already dominant market

share and thereby harm the overall state of competition in the market.

167. Any reduction in St. Luke’s market position is likely to increase ProMedica’s share,

and thereby to increase market concentration. Economic research overwhelmingly shows that high

market concentration substantially increases hospital prices. The relevant studies have concluded

that when hospital markets become highly concentrated, with few competitors and high market

shares, prices generally substantially increase:

a. A 2011 study examined the effect of hospital market concentration on

specific procedures. It found that in concentrated hospital markets, hospitals

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charged 29% more for cervical fusion, 31% more for lumbar fusion, 45%

more for total knee replacement, 49% more for total hip replacement, 50%

more for angioplasty, and 56% more for CRM device insertion. James C.

Robinson, Hospital Market Concentration, Pricing, Profitability in

Orthopedic Surgery and Interventional Cardiology, 117(6) THE AM. J. OF

MANAGED CARE e241, e244 (2011).

b. One study from 2009 looked at the effect of hospital mergers and

consolidations (and the resulting increase in market concentration) on the

prices charged by nearby “rival” non-merging hospitals across the United

States from 1989 to 1996. It found that non-merging hospitals increased

prices 40 percent in response to hospital mergers. Leemore Dafny,

Estimation and Identification of Merger Effects: An Application to Hospital

Mergers, 52 J. L. & Econ. 523, 544 (2009).

c. Health Affairs published a 2005 study looking at the effect of hospital

consolidation through system acquisition (i.e. a hospital joining a wider

hospital system). It found that “managed care prices were higher in system

hospitals than in nonsystem hospitals by an average of $103 per day.”

Alison Evans Cuellar and Paul J. Gertler, How the Expansion of Hospital

Systems has Affected Consumers, 24(1) HEALTH AFFAIRS 213, 217 (Jan.

2005).

d. A 2011 study examined the effect of concentrated hospital markets on

hospital prices in 2001 and 2004. It concluded that “hospital prices are

higher in more concentrated markets” and that a “1,000-percentage-point

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increase in the Shreveport hospital concentration index raises prices by

approximately 8.3 percent.” Glenn A. Melnick, Yu-Chu Shen and Vivian

Yaling Wu, The Increased Concentration of Health Plan Markets Can

Benefit Consumers through Lower Hospital Prices, 30(9) HEALTH

AFFAIRS 1728, 1729-31 (2011).

e. Another study of hospital mergers found that “[i]ncreases in hospital market

concentration lead to increases in the price of hospital care.” Martin Gaynor

and Robert Town, The Impact of Hospital Consolidation—Update, Robert

Wood Johnson Foundation, THE SYNTHESIS PROJECT (June 2012) at 1.

f. A study published in the journal Medical Care finds that increases in the

concentration of inpatient hospital services are associated with increases in

outpatient hospital prices, as well as inpatient hospital prices. Baker LC,

Bundorf MK, Kessler DP, Competition in Outpatient Procedure Markets,

MEDICAL CARE 2019; 57:36-41.

168. In addition, recent economic studies have established that the control of large

numbers of physicians by hospitals substantially increases prices and costs:

a. One study found that “total per-beneficiary spending was $849 higher” at

hospital-based physician groups. J. Michael McWilliams et al., Delivery

System Integration and Health Care Spending and Quality for Medicare

Beneficiaries, 173 JAMA INTERNAL MED. 1447, 1451 (June 17, 2013).

That study also found that “[patient] readmission rates were highest for

hospital-based groups.” Id. at 1452.

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b. Another study found that “recent increases in the employment of physicians

and acquisition of community-based physician practices by hospitals . . .

result[ed] in more and more services being paid at higher hospital outpatient

rates.” James D. Reschovsky and Chapin White, Location, Location,

Location: Hospital Outpatient Prices Much Higher than Community

Settings for Identical Services, 16 NAT’L INSTITUTE FOR HEALTH

CARE REFORM 2 (June 2014). This study found that hospitals charged

$919 for MRI scans versus $606 in community settings; $1,383 for

colonoscopies versus $625 in community settings; $37.11 for a

comprehensive metabolic panel versus $12.75 in community settings; and

$58 per 15-minutes of manual physical therapy versus $35 per 15-minutes

in community settings. Id. at 2-3.

c. Yet another study found that “[v]ertical integration . . . lead[s] to statistically

and economically significant increases in hospital prices and spending. This

is consistent with the hypothesis that vertical integration increases

hospitals’ market power.” Laurence C. Baker et al., Vertical Integration:

Hospital Ownership of Physician Practices Is Associated with Higher

Prices and Spending, 33 HEALTH AFF. 657 (May 2014).

d. A 2018 meta-analysis (i.e., an analysis of several studies) of the empirical

economic literature published in the peer-reviewed Medical Care Research

and Review concludes that “vertical integration [between hospitals and

physicians] poses a threat to the affordability of health services.” Post B,

Buchmueller T, Ryan AM, Vertical Integration of Hospitals and

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Physicians: Economic Theory and Empirical Evidence on Spending and

Quality, MEDICAL CARE RESEARCH AD REVIEW 2018; 75(4):399-

433, 399.

169. As a result of the suppression of competition by St. Luke’s, ProMedica will become

even more essential for managed care plans seeking to serve companies with employees in Lucas

County, because a weakened St. Luke’s will be a less attractive alternative to ProMedica, and will

make it even more difficult for health plans to develop an alternative network of hospitals without

ProMedica. This significant change in the negotiating dynamic will give ProMedica enhanced

bargaining clout in contract negotiations and the ability to extract even higher rates for services.

Thus, it will increase ProMedica’s already significant monopoly power. This was a critical

concern raised by the FTC and the courts in evaluating ProMedica’s acquisition of St. Luke’s. FTC

Commission Decision at *37-38, *41, *45, *53.

170. Price increases resulting from the transaction will be passed on to local employers

and their employees. Self-insured employers pay the full cost of their employees’ health care

claims and, as a result, they will immediately and directly bear the full burden of higher rates.

Fully-insured employers will also inevitably be harmed by higher rates, because health plans will

be forced to pass on at least a portion of hospital rate increases to these customers.

171. Employers, in turn, will pass on their increased health care costs to their employees,

in whole or in part. Employees will bear these costs in the form of higher premiums, higher co-

pays, reduced coverage, and/or restricted services. Some Lucas County residents will undoubtedly

forego or delay necessary health care services because of the higher costs, and others may drop

their insurance coverage altogether.

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172. Moreover, the further entrenchment of ProMedica would weaken any incentives

for ProMedica to control costs, improve quality, or take the steps to transform health care that are

proceeding across the United States. Without the spur of competition, the risk is that health care

will stagnate in the Lucas County area to the detriment of the public.

173. Economic research also reveals that high concentration, and less competition, can

result in poorer health care quality. One study found that “the evidence suggests that increasing

hospital concentration lowers quality.” William B. Vogt and Robert Town, How has hospital

consolidation affected the price and quality of hospital care?, Robert Wood Johnson Foundation,

THE SYNTHESIS PROJECT 4, 8-9 (Feb. 2006). The 2012 update to the Synthesis Project stated

that all of the U.S. studies except for one found that competition improves quality.” Martin Gaynor

and Robert, The Impact of Hospital Consolidation-Update, Robert Wood Johnson Foundation.

THE SYNTHESIS PROJECT 4 (June 2012). Other recent studies confirm that greater

concentration is associated with poorer quality. Koch TG, Wendling BW, Wilson NE, Physician

Market Structure, Patient Outcomes, and Spending: An Examination of Medicare Beneficiaries,

Health Services Research 2018; 53(5):3549-3568.

174. The FTC Administrative Law Judge, Federal Trade Commission, Judge Katz, and

the Sixth Circuit all concluded that the elimination of independent competition from St. Luke’s

through its acquisition by ProMedica would substantially harm competition. Similarly, the

significant weakening of St. Luke’s by ProMedica, as threatened here, in a market where another

competitor, UTMC, has already been significantly weakened, would certainly substantially harm

competition.

175. Given ProMedica’s dominant position in the relevant markets, and the fact that St.

Luke’s is one of only two significant competitors to ProMedica in those markets, even a small

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change in market shares is competitively significant. Analysis of the Federal Merger Guidelines

standards thus supports the conclusion that these transactions would be highly anticompetitive.

The Merger Guidelines measure market concentration using the Herfindahl-Hirschman Index

(“HHI”). The HHI measures the sum of the squares of the market shares of the competitors in a

market. Under the Merger Guidelines’ HHI test, a merger is presumed likely to create or enhance

market power (and presumed illegal) when the post-merger HHI exceeds 2500 points and the

merger or acquisition increases the HHI by more than 200 points.

176. Under this analysis, even a small shift of Paramount business from St. Luke’s to

ProMedica would be significantly anticompetitive here. Because concentration in the relevant

markets is already great, even slight increases in concentration create serious antitrust problems.

ProMedica’s actions with regard to Paramount, if not enjoined, would threaten an increase in the

HHI in the market for general inpatient acute care services provided to commercially insured

patients of more than 200 points to more than 3700. In the corresponding obstetrics services market

these actions threaten to cause an increase of more than 230 points to more than 5300. Therefore,

the market concentration levels after ProMedica’s actions (if not enjoined) would be substantially

above the levels at which the Federal Trade Commission presumes market power.

177. Neither hospital entry nor expansion by any hospital will deter or counteract the

anticompetitive effects described herein, for multiple reasons. New hospital entry or significant

expansion in the Lucas County area would not be timely. Construction of a new general acute-care

hospital would take substantially more than two years from the initial planning stages to opening

doors to patients. Entry and expansion are also unlikely due to very high construction costs,

operating costs, and financial risk. Constructing a new hospital requires an extraordinarily large,

up-front capital investment, and the pay-off is risky and deferred into the future, which makes it

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highly unlikely that a new hospital competitor will enter the Lucas County hospital market. These

barriers to entry also preclude the establishment of additional inpatient obstetrics, ENT or CT

surgery services, as well as outpatient hospital surgery, emergency or other imaging services, since

no new entrant could establish those services except as part of a hospital. No entrant has attempted

to add these services in Lucas County at any time.

178. Entry into the performance of obstetrics, inpatient CT surgery or ENT surgery

requires specialized equipment, adequate operating rooms, and labor and deliver rooms, specially

trained nursing staff, and access to an intensive care unit and other backup for the treatment of

potentially severely ill patients. Therefore, these services cannot be provided except in a general

acute care inpatient hospital.

179. Judge Katz addressed in detail the issue of barriers to entry and found specifically

that entry would be difficult and would not occur in a timely way. This would be true because of

the time requirements for zoning, licensing and regulatory permits, the great expense involved in

building a new hospital and the difficulty for a new hospital in establishing sufficient market share.

In particular, Judge Katz noted the testimony by ProMedica’s CEO Randy Oostra that building

even a small hospital the size of Bay Park (much smaller than St. Luke’s) would be a “several year

project.” Judge Katz Decision at *31. He also noted that Mr. Oostra “testified that it would cost

$350 million or more . . . to build a hospital with 300 licensed beds similar to St. Luke’s.” Judge

Katz Decision at *32.

180. Judge Katz also concluded that the same risks would exist in building a new

obstetrics unit. Judge Katz Decision at *33. Additionally, he conclude that the fact that obstetrics

units do not typically generate revenues exceeding their cost would make it undesirable to expand

or build a new obstetrics unit. Judge Katz Decision at *33.

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181. The same issues would prevent timely and sufficient entry into the relevant

outpatient services markets. The expense involved in building an ambulatory surgery center is

considerable. That is why there are very few ambulatory surgery centers in Lucas County except

those owned in whole or in part by hospitals. Additionally, it would be very difficult for a non-

hospital ambulatory surgery facility to succeed in attracting patients, since many patients and their

physicians prefer utilizing facilities associated with hospitals. The same is true of imaging services

and emergency services as described above. There are no freestanding emergency departments in

Lucas County except those owned by hospitals.

182. While WellCare’s physicians are not in one of the relevant markets, ProMedica’s

actions, including the notice of termination by Paramount, addressed WellCare’s contracts with

Paramount as well. Those actions were an essential part of ProMedica’s scheme to harm and

suppress competition from St. Luke’s, since WellCare’s financial results affect St. Luke’s bottom

line, and since St. Luke’s substantially depends on referrals by WellCare physicians. ProMedica’s

actions with regard to WellCare were therefore inextricably intertwined with ProMedica’s

anticompetitive scheme to suppress St. Luke’s competition in the relevant markets. Similarly,

Paramount’s notice of termination with regard to its Medicare Advantage contract with St. Luke’s

were an essential part of ProMedica’s scheme to harm and suppress overall competition from St.

Luke’s, and were therefore inextricably intertwined with ProMedica’s anticompetitive scheme to

suppress St. Luke’s competition in the relevant markets involving services to commercially insured

patients.

COUNT I

VIOLATIONS OF SECTION 1 OF THE SHERMAN ACT

183. Plaintiffs restate and reallege the allegations of all of the foregoing paragraphs, as

if fully restated herein.

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184. The change in control provision in the divestiture agreement is anticompetitive and

an illegal restraint of trade in violation of Section 1 of the Sherman Act. The provision conditions

continuation of the Paramount-St. Luke’s contracts on St. Luke’s foregoing an affiliation with

another entity which would revitalize it and enhance its competitiveness. Enforcement of the

change in control clause threatens to cause substantial anticompetitive effects in the relevant

markets, as described above. These are all markets in which ProMedica possesses market power.

185. As a direct and proximate result of ProMedica’s and Paramount’s violations of

Section 1 of the Sherman Act, significant injury to Plaintiffs’ business and property is threatened

if not enjoined.

186. The actions of ProMedica, directly and through Paramount, have substantially

harmed competition, and, if not enjoined, threaten to further harm competition in the relevant

markets.

187. Additionally, for these reasons, the change in control provision is void. As a result,

Paramount’s notice of termination of St. Luke’s and WellCare are void as a breach of contract,

since the notice of termination was not otherwise permitted by the contract between Paramount

and St. Luke’s.

COUNT II

VIOLATIONS OF SECTION 2 OF THE SHERMAN ACT –

MONOPOLIZATION

188. Plaintiffs restate and reallege the allegations of all of the foregoing paragraphs, as

if fully restated herein.

189. ProMedica possesses and has possessed monopoly power in the relevant markets.

ProMedica’s actions described above, directly and through Paramount, and other subsidiaries are

being undertaken in order to maintain and enhance ProMedica’s monopoly power, and, if not

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enjoined, threaten to achieve that result. These actions are exclusionary, and constitute unlawful

monopolization of each of the relevant markets in violation of Section 2 of the Sherman Act. 15

U.S.C. § 2.

190. As a direct and proximate result of ProMedica’s violations of Section 2 of the

Sherman Act, Plaintiffs have suffered injury to their business and property, and further such injury

is threatened if ProMedica’s and Paramount’s actions are not enjoined.

191. The actions of ProMedica and Paramount have substantially harmed competition,

and, if not enjoined, threaten to further harm competition in the relevant markets.

COUNT III

VIOLATIONS OF SECTION 2 OF THE SHERMAN ACT – ATTEMPT

TO MONOPOLIZE

192. Plaintiffs restate and reallege the allegations of paragraphs 1 through 187, as if fully

restated herein.

193. By each of its actions described above, ProMedica specifically intends to attain

monopoly power in the relevant markets. Based on ProMedica’s high market share, the high

barriers to entry described above, and ProMedica’s anticompetitive actions, there is a dangerous

probability that ProMedica will achieve its goals and attain monopoly power, in any of the relevant

markets in which it did not already possess monopoly power. Such actions constitute unlawful

attempted monopolization of each of the relevant markets in violation of Section 2 of the Sherman

Act, 15 U.S.C. § 2.

194. As a direct and proximate result of these violations of Section 2 of the Sherman

Act, Plaintiffs have suffered injury to their business and property, and further such injury is

threatened if ProMedica’s and Paramount’s actions are not enjoined.

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195. The actions of ProMedica and Paramount have substantially harmed competition,

and, if not enjoined, threaten to further harm competition in the relevant markets.

COUNT IV

VIOLATION OF VALENTINE ACT

196. Plaintiffs restate and reallege the allegations of all of the foregoing paragraphs, as

if fully restated herein.

197. The “change in control” provision of the divestiture agreement between ProMedica

and St. Luke’s is a violation of the Valentine Act, Ohio Revised Code, § 1331.04.

198. As a direct and proximate result of these violations of the Valentine Act, Plaintiffs

have suffered injury to their business and property, and further such injury is threatened if

ProMedica’s and Paramount’s actions are not enjoined.

199. The actions of ProMedica and Paramount have substantially harmed competition,

and, if not enjoined, threaten to further harm competition in the relevant markets.

200. Additionally, pursuant to § 1331.06 of the Valentine Act, the change in control

provision is void. As a result, Paramount’s notices of termination of St. Luke’s and WellCare are

void as a breach of contract, since the notice of termination was not otherwise permitted by the

contracts between Paramount and St. Luke’s.

COUNT V

COMMON LAW UNFAIR COMPETITION

201. Plaintiffs restate and reallege the allegations of all of the foregoing paragraphs, as

if fully restated herein.

202. ProMedica’s and Paramount’s actions directed at Plaintiffs described above were

not undertaken for any legitimate business reason, but were performed for the purpose of injuring

Plaintiffs. Therefore, these actions constitute unfair competition under the Ohio common law.

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203. Plaintiffs have thereby suffered injury to their business and property, and further

such injury is threatened if ProMedica’s actions are not enjoined.

RELIEF REQUESTED

WHEREFORE, Plaintiffs prays that this Court grant the following relief:

i. Preliminarily and permanently enjoin the termination of the contracts

between St. Luke’s Hospital and WellCare by Defendants and their
affiliates, or any other actions to interfere with St. Luke’s provision of
covered services to Paramount insured members and its full compensation
for such services;

ii. Declare that the attempted termination of such contracts with St. Luke’s
and WellCare is void;

iii. Award St. Luke’s three times its damages suffered, as well as reasonable
attorneys’ fees; and

iv. Award such other relief as this Court finds just.

DEMAND FOR JURY TRIAL

Plaintiffs hereby demand a trial by jury on all issues so triable.

Respectfully submitted,
s/ Denise M. Hasbrook
Denise M. Hasbrook (0004798)
dhasbrook@ralaw.com
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, OH 43604
Telephone: (419) 242-7985
Fax: (419) 242-0316

Attorney for Plaintiffs

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XX
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AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

ST. LUKE'S HOSPITAL, d/b/a MCLAREN ST. )

LUKE'S and WELLCARE PHYSICIANS GROUP, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
PROMEDICA HEALTH SYSTEM, INC., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) Paramount Care, Inc.

c/o CT Corporation System
400 Easton Commons Way, Ste. 125
Columbus, OH 43219

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:
Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, OH 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date: 11/05/2020
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-2 Filed: 11/10/20 2 of 2. PageID #: 68

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

 Case: 3:20-cv-02533 Doc #: 1-3 Filed: 11/10/20 1 of 2. PageID #: 69

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

St. Luke's Hospital, d/b/a McLaren St. Luke's and )

Wellcare Phyisicians Group, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
Promedica Health System, Inc., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) Paramount Care, Inc.

1901 Indian Wood Circle
Maumee, Ohio 43537

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are: Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, Ohio 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-3 Filed: 11/10/20 2 of 2. PageID #: 70

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

Print Save As... Reset

 Case: 3:20-cv-02533 Doc #: 1-4 Filed: 11/10/20 1 of 2. PageID #: 71

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

St. Luke's Hospital, d/b/a McLaren St. Luke's and )

Wellcare Phyisicians Group, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
Promedica Health System, Inc., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) Promedica Health System, Inc.

100 Madison Avenue
Toledo, Ohio 43604

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are: Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, Ohio 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-4 Filed: 11/10/20 2 of 2. PageID #: 72

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

Print Save As... Reset

 Case: 3:20-cv-02533 Doc #: 1-5 Filed: 11/10/20 1 of 2. PageID #: 73

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

ST. LUKE'S HOSPITAL, d/b/a MCLAREN ST. )

LUKE'S and WELLCARE PHYSICIANS GROUP, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
PROMEDICA HEALTH SYSTEM, INC., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) ProMedica Health System, Inc.

c/o CT Corporation System
400 Easton Commons Way, Ste. 125
Columbus, OH 43219

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:
Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, OH 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date: 11/05/2020
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-5 Filed: 11/10/20 2 of 2. PageID #: 74

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

 Case: 3:20-cv-02533 Doc #: 1-6 Filed: 11/10/20 1 of 2. PageID #: 75

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

ST. LUKE'S HOSPITAL, d/b/a MCLAREN ST. )

LUKE'S and WELLCARE PHYSICIANS GROUP, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
PROMEDICA HEALTH SYSTEM, INC., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) ProMedica Insurance Corporation

c/o CT Corporation System
400 Easton Commons Way, Ste. 125
Columbus, OH 43219

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:
Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, OH 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date: 11/05/2020
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-6 Filed: 11/10/20 2 of 2. PageID #: 76

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

 Case: 3:20-cv-02533 Doc #: 1-7 Filed: 11/10/20 1 of 2. PageID #: 77

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

St. Luke's Hospital, d/b/a McLaren St. Luke's and )

Wellcare Phyisicians Group, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
Promedica Health System, Inc., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) Promedica Insurance Corporation

100 Madison Avenue
Toledo, Ohio 43604

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are: Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, Ohio 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-7 Filed: 11/10/20 2 of 2. PageID #: 78

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

Print Save As... Reset

 Case: 3:20-cv-02533 Doc #: 1-8 Filed: 11/10/20 1 of 2. PageID #: 79

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

St. Luke's Hospital, d/b/a McLaren St. Luke's and )

Wellcare Phyisicians Group, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
Promedica Health System, Inc., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) Paramount Care of Michigan, Inc.

1901 Indian Wood Circle
Maumee, Ohio 43537

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are: Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, Ohio 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-8 Filed: 11/10/20 2 of 2. PageID #: 80

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

Print Save As... Reset

 Case: 3:20-cv-02533 Doc #: 1-9 Filed: 11/10/20 1 of 2. PageID #: 81

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

St. Luke's Hospital, d/b/a McLaren St. Luke's and )

Wellcare Phyisicians Group, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
Promedica Health System, Inc., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) Paramount Care of Michigan, Inc.

c/o The Corporation Company
40600 Ann Arbor Rd., E. Ste. 201
Plymouth, MI 48170

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are: Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, Ohio 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-9 Filed: 11/10/20 2 of 2. PageID #: 82

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

Print Save As... Reset

 Case: 3:20-cv-02533 Doc #: 1-10 Filed: 11/10/20 1 of 2. PageID #: 83

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

St. Luke's Hospital, d/b/a McLaren St. Luke's and )

Wellcare Phyisicians Group, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
Promedica Health System, Inc., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) Paramount Insurance Company

1901 Indian Wood Circle
Maumee, Ohio 43537

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are: Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, Ohio 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-10 Filed: 11/10/20 2 of 2. PageID #: 84

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

Print Save As... Reset

 Case: 3:20-cv-02533 Doc #: 1-11 Filed: 11/10/20 1 of 2. PageID #: 85

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

St. Luke's Hospital, d/b/a McLaren St. Luke's and )

Wellcare Phyisicians Group, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
Promedica Health System, Inc., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) Paramount Insurance Company

c/o CT Corporation System
4400 Easton Commons Way, Ste. 125
Columbus, OH 43219

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are: Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, Ohio 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-11 Filed: 11/10/20 2 of 2. PageID #: 86

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

Print Save As... Reset

 Case: 3:20-cv-02533 Doc #: 1-12 Filed: 11/10/20 1 of 2. PageID #: 87

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

St. Luke's Hospital, d/b/a McLaren St. Luke's and )

Wellcare Phyisicians Group, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
Promedica Health System, Inc., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) Paramount Preferred Options, Inc.

c/o CT Corporation System
4400 Easton Commons Way, Ste. 125
Columbus, OH 43219

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are: Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, Ohio 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-12 Filed: 11/10/20 2 of 2. PageID #: 88

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

Print Save As... Reset

 Case: 3:20-cv-02533 Doc #: 1-13 Filed: 11/10/20 1 of 2. PageID #: 89

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT

for the
NorthernDistrict
__________ Districtofof__________
Ohio

St. Luke's Hospital, d/b/a McLaren St. Luke's and )

Wellcare Phyisicians Group, LLC )
)
)
Plaintiff(s) )
)
v. Civil Action No.
)
Promedica Health System, Inc., et al. )
)
)
)
Defendant(s) )

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address) Paramount Preferred Options, Inc.

1901 Indian Wood Circle
Maumee, Ohio 43537

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are: Denise M. Hasbrook
Roetzel & Andress
One SeaGate, Suite 1700
Toledo, Ohio 43604

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

SANDY OPACICH, CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk
 Case: 3:20-cv-02533 Doc #: 1-13 Filed: 11/10/20 2 of 2. PageID #: 90

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

’ I personally served the summons on the individual at (place)

on (date) ; or

’ I left the summons at the individual’s residence or usual place of abode with (name)
, a person of suitable age and discretion who resides there,
on (date) , and mailed a copy to the individual’s last known address; or

’ I served the summons on (name of individual) , who is

designated by law to accept service of process on behalf of (name of organization)
on (date) ; or

’ I returned the summons unexecuted because ; or

’ Other (specify):
.

My fees are $ for travel and $ for services, for a total of $ 0.00 .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

Print Save As... Reset